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Equibles

10-Q

Everest Group, Ltd. (EG)

10-Q 2023-11-01 For: 2023-09-30
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Added on April 08, 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2023
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-15731

EVEREST GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda 98-0365432
(State or other jurisdiction of<br><br>incorporation or organization) (I.R.S. Employer<br><br>Identification No.) Seon Place – 4th Floor<br><br>141 Front Street<br><br>PO Box HM 845<br><br>Hamilton Bermuda HM 19
--- ---
(Address of principal executive offices) (Zip Code)

441-295-0006

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Class Trading Symbol Name of Exchange where Registered
Common Shares, $0.01 par value EG New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer X Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES NO X

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class Number of Shares Outstanding At October 25, 2023
Common Shares, $0.01 par value 43,390,424

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EVEREST GROUP, LTD.

Table of Contents

Form 10-Q

Page
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as ofSeptember 30, 2023(unaudited) andDecember 31, 2022 1
Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and ninemonths endedSeptember 30, 2023and2022(unaudited) 2
Consolidated Statements of Changes in Shareholders’ Equity for thethree and ninemonths endedSeptember 30, 2023and2022(unaudited) 3
Consolidated Statements of Cash Flows for thenine months ended September 30, 2023and2022(unaudited) 4
Notes to Consolidated Interim Financial Statements (unaudited) 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item 3. Quantitative and Qualitative Disclosures About Market Risk 45
Item 4. Controls and Procedures 45
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 45
Item 1A. Risk Factors 45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 46
Item 3. Defaults Upon Senior Securities 46
Item 4. Mine Safety Disclosures 46
Item 5. Other Information 46
Item 6. Exhibits 47

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PART I.    FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

EVEREST GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

December 31,
2022
(Dollar and share amounts in millions, except par value per share)
ASSETS:
Fixed maturities - available for sale, at fair value 25,159 $ 22,236
(amortized cost: 2023, 27,305; 2022, 24,191, credit allowances: 2023, (60); 2022, (54))
Fixed maturities - held to maturity, at amortized cost
(fair value: 2023, 766; 2022, 821, net of credit allowances: 2023, (8); 2022, (9)) 839
Equity securities, at fair value 281
Other invested assets 4,085
Short-term investments 1,032
Cash 1,398
Total investments and cash 29,872
Accrued investment income 217
Premiums receivable (net of credit allowances: 2023, (36); 2022, (29)) 3,619
Reinsurance paid loss recoverables (net of credit allowances: 2023, (25); 2022, (23)) 136
Reinsurance unpaid loss recoverables 2,105
Funds held by reinsureds 1,056
Deferred acquisition costs 962
Prepaid reinsurance premiums 610
Income tax asset, net 459
Other assets (net of credit allowances: 2023, (8); 2022, (5)) 930
TOTAL ASSETS 46,318 $ 39,966
LIABILITIES:
Reserve for losses and loss adjustment expenses 23,833 $ 22,065
Future policy benefit reserve 29
Unearned premium reserve 5,147
Funds held under reinsurance treaties 13
Amounts due to reinsurers 567
Losses in course of payment 74
Senior notes 2,347
Long-term notes 218
Borrowings from FHLB 519
Accrued interest on debt and borrowings 19
Unsettled securities payable 1
Other liabilities 526
Total liabilities 31,526
Commitments and contingencies (Note 11)
SHAREHOLDERS' EQUITY:
Preferred shares, par value: 0.01; 50.0 shares authorized; no shares issued and outstanding —
Common shares, par value: 0.01; 200.0 shares authorized; (2023) 74.2 and (2022) 69.9
outstanding before treasury shares 1
Additional paid-in capital 2,302
Accumulated other comprehensive income (loss), net of deferred income tax expense (benefit)
of (272) at 2023 and (250) at 2022 (1,996)
Treasury shares, at cost; 30.8 shares (2023) and 30.8 shares (2022) (3,908)
Retained earnings 12,042
Total shareholders' equity 8,441
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 46,318 $ 39,966

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions, except per share amounts) 2023 2022 2023 2022
(unaudited) (unaudited)
REVENUES:
Premiums earned $ 3,513 $ 3,067 $ 9,865 $ 8,775
Net investment income 406 151 1,023 620
Total net gains (losses) on investments (31) (129) (21) (519)
Other income (expense) 103 (16) 61 (71)
Total revenues 3,991 3,073 10,927 8,805
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses 2,246 2,623 6,173 6,289
Commission, brokerage, taxes and fees 752 641 2,099 1,877
Other underwriting expenses 215 169 620 500
Corporate expenses 19 16 55 45
Interest, fees and bond issue cost amortization expense 34 25 99 74
Total claims and expenses 3,266 3,474 9,045 8,785
INCOME (LOSS) BEFORE TAXES 725 (401) 1,883 20
Income tax expense (benefit) 47 (82) 169 (81)
NET INCOME (LOSS) $ 678 $ (319) $ 1,713 $ 101
Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period (257) (712) (180) (2,260)
Reclassification adjustment for realized losses (gains) included in net income (loss) 15 41 21 61
Total URA(D) on securities arising during the period (242) (671) (159) (2,199)
Foreign currency translation adjustments (47) (101) (17) (163)
Reclassification adjustment for amortization of net (gain) loss included in net income (loss) — 1 1 2
Total benefit plan net gain (loss) for the period — 1 1 2
Total other comprehensive income (loss), net of tax (288) (771) (175) (2,360)
COMPREHENSIVE INCOME (LOSS) $ 390 $ (1,090) $ 1,538 $ (2,259)
EARNINGS PER COMMON SHARE:
Basic $ 15.63 $ (8.22) $ 41.49 $ 2.57
Diluted 15.63 (8.22) 41.49 2.57

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

Nine Months Ended<br>September 30,
(Dollars and share amounts in millions, except dividends per share amounts) 2022 2023 2022
(unaudited)
COMMON SHARES (shares outstanding):
Balance beginning of period 39.4 39.2 39.3
Issued (redeemed) during the period, net — 4.2 0.2
Treasury shares acquired (0.2) — (0.2)
Balance end of period 39.2 43.4 39.2
COMMON SHARES (par value):
Balance beginning of period 1 $ 1 $ 1 $ 1
Issued during the period, net — — —
Balance end of period 1 1 1
ADDITIONAL PAID-IN CAPITAL:
Balance beginning of period 2,284 2,302 2,274
Public offering of shares — 1,445 —
Share-based compensation plans 9 15 19
Balance end of period 2,293 3,762 2,293
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS), NET OF DEFERRED INCOME TAXES:
Balance beginning of period (1,577) (1,996) 12
Net increase (decrease) during the period (771) (175) (2,360)
Balance end of period (2,348) (2,171) (2,348)
RETAINED EARNINGS:
Balance beginning of period 11,994 12,042 11,700
Net income (loss) (319) 1,713 101
Dividends declared (1.75 per share in 3Q 2023 and 5.05 per share YTD in 2023;
1.65 per share in 3Q 2022 and 4.85 per share YTD in 2022) (65) (212) (191)
Balance, end of period 11,610 13,542 11,610
TREASURY SHARES AT COST:
Balance beginning of period (3,849) (3,908) (3,847)
Purchase of treasury shares (58) — (60)
Balance end of period (3,907) (3,908) (3,907)
TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD 11,226 $ 7,649 $ 11,226 $ 7,649

All values are in US Dollars.

The accompanying notes are an integral part of the consolidated financial statements.

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EVEREST GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,713 $ 101
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable (812) (405)
Decrease (increase) in funds held by reinsureds, net (26) (35)
Decrease (increase) in reinsurance recoverables (186) (662)
Decrease (increase) in income taxes (18) (249)
Decrease (increase) in prepaid reinsurance premiums (153) (194)
Increase (decrease) in reserve for losses and loss adjustment expenses 1,768 3,117
Increase (decrease) in future policy benefit reserve (2) (2)
Increase (decrease) in unearned premiums 1,157 435
Increase (decrease) in amounts due to reinsurers 233 242
Increase (decrease) in losses in course of payment 258 (150)
Change in equity adjustments in limited partnerships (124) (126)
Distribution of limited partnership income 81 139
Change in other assets and liabilities, net (375) (134)
Non-cash compensation expense 37 35
Amortization of bond premium (accrual of bond discount) (35) 49
Net (gains) losses on investments 21 519
Net cash provided by (used in) operating activities 3,536 2,680
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called/repaid - available for sale 1,686 2,171
Proceeds from fixed maturities sold - available for sale 468 1,177
Proceeds from fixed maturities matured/called/repaid - held to maturity 81 18
Proceeds from equity securities sold 126 1,030
Distributions from other invested assets 189 244
Cost of fixed maturities acquired - available for sale (5,311) (5,958)
Cost of fixed maturities acquired - held to maturity (23) (133)
Cost of equity securities acquired (3) (960)
Cost of other invested assets acquired (422) (455)
Net change in short-term investments (1,338) 568
Net change in unsettled securities transactions 202 102
Net cash provided by (used in) investing activities (4,346) (2,196)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued (redeemed) during the period for share-based compensation, net of expense (22) (16)
Proceeds from public offering of common shares 1,445 —
Purchase of treasury shares — (60)
Dividends paid to shareholders (212) (191)
Cost of debt repurchase — (6)
Cost of shares withheld on settlements of share-based compensation awards (22) (19)
Net cash provided by (used in) financing activities 1,188 (292)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (12) 46
Net increase (decrease) in cash 367 238
Cash, beginning of period 1,398 1,441
Cash, end of period $ 1,765 $ 1,679
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (recovered) $ 185 $ 167
Interest paid 75 51
NON-CASH TRANSACTIONS:
Reclassification of specific investments from fixed maturity securities, available for sale at fair value
to fixed maturity securities, held to maturity at amortized cost net of credit allowances $ — $ 722

The accompanying notes are an integral part of the consolidated financial statements.

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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended September 30, 2023 and 2022

1.    GENERAL

Everest Group, Ltd. (“Group”), a Bermuda company, through its subsidiaries, principally provides reinsurance and insurance in the U.S., Bermuda and other international markets. As used in this document, “Company” means Group and its subsidiaries.

Effective July 10, 2023, the Company changed Group’s name to Everest Group, Ltd. from Everest Re Group, Ltd. to reflect the evolution, global growth and diversification strategy of the Company.

2.    BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company as of September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and 2022 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis. Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes. The December 31, 2022 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2022, 2021 and 2020, included in the Company’s most recent Form 10-K filing.

The Company consolidates the results of operations and financial position of all voting interest entities ("VOE") in which the Company has a controlling financial interest and all variable interest entities ("VIE") in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate actual results could differ, possibly materially, from those estimates.

All intercompany accounts and transactions have been eliminated.

Application of Recently Issued Accounting Standard Changes.

The Company did not adopt any new accounting standards that had a material impact during the three and nine months ended September 30, 2023. The Company assessed the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board (“FASB”) on the Company’s consolidated financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There were no accounting standards issued in the nine months ended September 30, 2023, that are expected to have a material impact to Group.

Application of Methods and Assumption changes

During 2023, the Company refined its premium estimation methodology for its risk attaching reinsurance contracts within its Reinsurance Segment to continue to recognize gross written premium over the term of the treaty, albeit over a different pattern than what was previously used. The refined estimate resulted in an increase of gross written premium during the three and nine months ended September 30, 2023 periods and has further aligned the estimation methodology across the reinsurance division globally. This change had no impact on the total written premium to be recognized over the term of the treaty. There was no impact on net earned premium and therefore, no impact on income from continuing operations, net income, or any related per-share amounts.

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3.   INVESTMENTS

The tables below present the amortized cost, allowance for credit losses, gross unrealized appreciation/(depreciation) (“URA(D)”) and fair value of fixed maturity securities - available for sale for the periods indicated:

At September 30, 2023
(Dollars in millions) Amortized<br>Cost Allowance for<br>Credit Losses Unrealized<br>Appreciation Unrealized<br>Depreciation Fair<br>Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations $ 1,198 $ — $ 4 $ (81) 1,121
Obligations of U.S. states and political subdivisions 406 (1) — (42) 363
Corporate Securities 7,875 (57) 20 (654) 7,184
Asset-backed Securities 5,326 — 15 (69) 5,272
Mortgage-backed securities
Commercial 1,143 — — (124) 1,019
Agency Residential 3,739 — 1 (435) 3,305
Non-agency Residential 218 — — (9) 209
Foreign government securities 1,844 — 5 (197) 1,651
Foreign corporate securities 5,557 (3) 12 (531) 5,034
Total fixed maturity securities - available for sale $ 27,305 $ (60) $ 57 $ (2,143) $ 25,159

(Some amounts may not reconcile due to rounding.)

At December 31, 2022
(Dollars in millions) Amortized<br>Cost Allowance for<br>Credit Losses Unrealized<br>Appreciation Unrealized<br>Depreciation Fair<br>Value
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations $ 1,334 $ — $ 6 $ (82) $ 1,257
Obligations of U.S. states and political subdivisions 444 — 2 (32) 413
Corporate securities 7,044 (45) 31 (561) 6,469
Asset-backed securities 4,229 — 5 (171) 4,063
Mortgage-backed securities
Commercial 1,023 — — (105) 919
Agency residential 3,382 — 7 (290) 3,099
Non-agency residential 5 — — (1) 4
Foreign government securities 1,586 — 8 (179) 1,415
Foreign corporate securities 5,143 (10) 23 (562) 4,596
Total fixed maturity securities - available for sale $ 24,191 $ (54) $ 81 $ (1,982) $ 22,236

(Some amounts may not reconcile due to rounding.)

The following tables show amortized cost, allowance for credit losses, gross URA(D) and fair value of fixed maturity securities - held to maturity for the periods indicated:

At September 30, 2023
(Dollars in millions) Amortized<br>Cost Allowance for<br>Credit Losses Unrealized<br>Appreciation Unrealized<br>Depreciation Fair<br>Value
Fixed maturity securities - held to maturity
Corporate Securities $ 156 $ (2) $ 1 $ (9) $ 146
Asset-backed Securities 602 (5) 3 (18) 581
Mortgage-backed securities
Commercial 15 — — — 15
Foreign corporate securities 24 (1) 1 — 24
Total fixed maturity securities - held to maturity $ 797 (8) $ 4 $ (27) $ 766

(Some amounts may not reconcile due to rounding.)

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At December 31, 2022
(Dollars in millions) Amortized<br>Cost Allowance for<br>Credit Losses Unrealized<br>Appreciation Unrealized<br>Depreciation Fair<br>Value
Fixed maturity securities - held to maturity
Corporate Securities $ 152 $ (2) $ — $ (6) $ 144
Asset-backed Securities 661 (6) 2 (15) 642
Mortgage-backed securities
Commercial 7 — — — 7
Foreign corporate securities 28 (1) 2 — 28
Total fixed maturity securities - held to maturity $ 848 $ (9) $ 3 $ (22) $ 821

(Some amounts may not reconcile due to rounding.)

The amortized cost and fair value of fixed maturity securities - available for sale are shown in the following table by contractual maturity. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

At September 30, 2023 At December 31, 2022
(Dollars in millions) Amortized<br>Cost Fair<br>Value Amortized<br>Cost Fair<br>Value
Fixed maturity securities – available for sale
Due in one year or less $ 1,692 $ 1,636 $ 1,331 $ 1,314
Due after one year through five years 8,587 7,984 8,131 7,546
Due after five years through ten years 4,734 4,134 4,636 4,057
Due after ten years 1,866 1,601 1,454 1,233
Asset-backed securities 5,326 5,272 4,229 4,063
Mortgage-backed securities
Commercial 1,143 1,019 1,023 919
Agency residential 3,739 3,305 3,382 3,099
Non-agency residential 218 209 5 4
Total fixed maturity securities - available for sale $ 27,305 $ 25,159 $ 24,191 $ 22,236

(Some amounts may not reconcile due to rounding.)

The amortized cost and fair value of fixed maturity securities - held to maturity are shown in the following table by contractual maturity. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.

At September 30, 2023 At December 31, 2022
(Dollars in millions) Amortized<br>Cost Fair<br>Value Amortized<br>Cost Fair<br>Value
Fixed maturity securities – held to maturity
Due in one year or less $ 5 $ 5 $ 5 $ 5
Due after one year through five years 64 62 63 61
Due after five years through ten years 44 41 43 41
Due after ten years 68 62 68 65
Asset-backed securities 602 581 661 642
Mortgage-backed securities
Commercial 15 15 7 7
Total fixed maturity securities - held to maturity $ 797 $ 766 $ 848 $ 821

(Some amounts may not reconcile due to rounding.)

During the third quarter of 2022, the Company re-designated a portion of its fixed maturity securities from its fixed maturity – available for sale portfolio to its fixed maturity – held to maturity portfolio. The fair value of the securities reclassified at the date of transfer was $722 million, net of allowance for current expected credit losses, which was subsequently recognized as the new amortized cost basis. As of September 30, 2023, these securities had an unrealized loss of $44 million, which remained in accumulated other comprehensive income (“AOCI”) on the balance sheet and will be amortized into income through an adjustment to the yields of the underlying securities over the remaining life of the

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securities. The fair values of these securities incorporate the use of significant unobservable inputs and therefore are classified as Level 3 within the fair value hierarchy.

The Company evaluated fixed maturity securities classified as held to maturity for current expected credit losses as of September 30, 2023 utilizing risk characteristics of each security, including credit rating, remaining time to maturity, adjusted for prepayment considerations, and subordination level, and applying default and recovery rates, which include the incorporation of historical credit loss experience and macroeconomic forecasts, to develop an estimate of current expected credit losses. These fixed maturities classified as held to maturity are of a high credit quality and are all rated investment grade as of September 30, 2023.

The changes in net URA(D) for the Company’s investments are as follows:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Increase (decrease) during the period between the fair value and cost of
investments carried at fair value, and deferred taxes thereon:
Fixed maturity securities - available for sale and short-term investments $ (264) $ (724) $ (180) $ (2,484)
Change in URA(D), pre-tax (264) (724) (180) $ (2,484)
Deferred tax benefit (expense) 22 53 20 $ 285
Change in URA(D), net of deferred taxes, included in shareholders’ equity $ (242) $ (671) $ (159) $ (2,199)

(Some amounts may not reconcile due to rounding.)

The tables below display the aggregate fair value and gross unrealized depreciation of fixed maturity securities - available for sale by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

Duration of Unrealized Loss at September 30, 2023 By Security Type
Less than 12 months Greater than 12 months Total
(Dollars in millions) Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations $ 197 $ (11) $ 841 $ (70) $ 1,038 $ (81)
Obligations of U.S. states and political subdivisions 108 (3) 206 (39) 314 (42)
Corporate securities 2,030 (142) 4,292 (512) 6,322 (653)
Asset-backed securities 846 (20) 2,245 (48) 3,091 (69)
Mortgage-backed securities
Commercial 152 (4) 865 (120) 1,017 (124)
Agency residential 1,204 (68) 2,090 (368) 3,294 (435)
Non-agency residential 164 (9) 4 — 167 (9)
Foreign government securities 447 (21) 1,109 (176) 1,556 (197)
Foreign corporate securities 1,199 (42) 3,447 (488) 4,646 (531)
Total $ 6,346 $ (320) $ 15,098 $ (1,822) $ 21,445 $ (2,141)
Securities where an allowance for credit loss was recorded — (1) — (1) 1 (2)
Total fixed maturity securities - available for sale $ 6,347 $ (320) $ 15,099 $ (1,823) $ 21,445 $ (2,143)

(Some amounts may not reconcile due to rounding.)

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Duration of Unrealized Loss at September 30, 2023 By Maturity
Less than 12 months Greater than 12 months Total
(Dollars in millions) Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
Due in one year or less $ 169 $ (3) $ 1,259 $ (45) $ 1,428 $ (48)
Due in one year through five years 1,634 (51) 5,425 (567) 7,059 (618)
Due in five years through ten years 1,263 (67) 2,662 (533) 3,925 (601)
Due after ten years 914 (98) 549 (139) 1,464 (237)
Asset-backed securities 846 (20) 2,245 (48) 3,091 (69)
Mortgage-backed securities 1,519 (81) 2,959 (488) 4,478 (569)
Total $ 6,346 $ (320) $ 15,098 $ (1,822) $ 21,445 $ (2,141)
Securities where an allowance for credit loss was recorded — (1) — (1) 1 (2)
Total fixed maturity securities - available for sale $ 6,347 $ (320) $ 15,099 $ (1,823) $ 21,445 $ (2,143)

(Some amounts may not reconcile due to rounding.)

The aggregate fair value and gross unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position at September 30, 2023 were $21.4 billion and $2.1 billion, respectively. The fair value of securities for the single issuer (the United States government), whose securities comprised the largest unrealized loss position at September 30, 2023, amounted to less than 4.2% of the overall fair value of the Company’s fixed maturity securities available for sale. The fair value of the securities for the issuer with the second largest unrealized loss position at September 30, 2023 comprised less than 0.7% of the Company’s fixed maturity securities available for sale. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $320 million of unrealized losses related to fixed maturity securities - available for sale that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, agency residential mortgage-backed securities, foreign government securities and asset-backed securities. Of these unrealized losses, $288 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $1.8 billion of unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, agency residential mortgage-backed securities, foreign government securities and commercial mortgage-backed securities. Of these unrealized losses, $1.5 billion were related to securities that were rated investment grade by at least one nationally recognized rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments. Based upon the Company’s current evaluation of securities in an unrealized loss position as of September 30, 2023, the unrealized losses are due to changes in interest rates and non-issuer-specific credit spreads and are not credit-related. In addition, the contractual terms of these securities do not permit these securities to be settled at a price less than their amortized cost.

The Company, given the size of its investment portfolio and capital position, does not have the intent to sell these securities; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis. In addition, all securities currently in an unrealized loss position are current with respect to principal and interest payments.

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The tables below display the aggregate fair value and gross unrealized depreciation of fixed maturity securities - available for sale by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

Duration of Unrealized Loss at December 31, 2022 By Security Type
Less than 12 months Greater than 12 months Total
(Dollars in millions) Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
U.S. Treasury securities and obligations of
U.S. government agencies and corporations $ 668 $ (31) $ 487 $ (52) $ 1,155 $ (82)
Obligations of U.S. states and political subdivisions 235 (23) 27 (9) 261 (32)
Corporate securities 4,143 (326) 1,316 (234) 5,459 (561)
Asset-backed securities 3,204 (142) 456 (29) 3,661 (171)
Mortgage-backed securities
Commercial 806 (90) 101 (15) 907 (105)
Agency residential 1,905 (132) 870 (158) 2,776 (289)
Non-agency residential 4 — 1 — 4 —
Foreign government securities 985 (100) 321 (79) 1,306 (179)
Foreign corporate securities 3,264 (372) 853 (189) 4,117 (561)
Total $ 15,213 $ (1,217) $ 4,432 $ (764) $ 19,645 $ (1,982)
Securities where an allowance for credit loss was recorded 2 — — — 2 —
Total fixed maturity securities - available for sale $ 15,215 $ (1,217) $ 4,432 $ (764) $ 19,647 $ (1,982)

(Some amounts may not reconcile due to rounding.)

Duration of Unrealized Loss at December 31, 2022 By Maturity
Less than 12 months Greater than 12 months Total
(Dollars in millions) Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation Fair Value Gross<br>Unrealized<br>Depreciation
Fixed maturity securities - available for sale
Due in one year or less $ 989 $ (19) $ 40 $ (7) $ 1,029 $ (26)
Due in one year through five years 4,935 (383) 1,645 (209) 6,580 (592)
Due in five years through ten years 2,698 (360) 911 (230) 3,609 (590)
Due after ten years 672 (91) 408 (116) 1,080 (207)
Asset-backed securities 3,204 (142) 456 (29) 3,661 (171)
Mortgage-backed securities 2,715 (222) 972 (173) 3,687 (395)
Total $ 15,213 $ (1,217) $ 4,432 $ (764) $ 19,645 $ (1,982)
Securities where an allowance for credit loss was recorded 2 — — — 2 —
Total fixed maturity securities - available for sale $ 15,215 $ (1,217) $ 4,432 $ (764) $ 19,647 $ (1,982)

(Some amounts may not reconcile due to rounding.)

The aggregate fair value and gross unrealized losses related to fixed maturity - available for sale investments in an unrealized loss position at December 31, 2022 were $19.6 billion and $2.0 billion, respectively. The fair value of securities for the single issuer (the United States government), whose securities comprised the largest unrealized loss position at December 31, 2022, amounted to less than 5.2% of the overall fair value of the Company’s fixed maturity securities - available for sale. The fair value of the securities for the issuer with the second largest unrealized loss comprised less than 0.2% of the Company’s fixed maturity securities - available for sale. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $1.2 billion of unrealized losses related to fixed maturity securities - available for sale that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, asset-backed securities, agency residential mortgage-backed securities and foreign government securities. Of these unrealized losses, $1.1 billion were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $764 million of unrealized losses related to fixed maturity securities - available for sale in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, agency residential mortgage-backed securities and foreign government securities. Of these unrealized losses, $732 million were related to securities that were rated

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investment grade by at least one nationally recognized rating agency. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

The components of net investment income are presented in the table below for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Fixed maturities $ 299 $ 186 $ 822 $ 503
Equity securities 1 6 3 15
Short-term investments and cash 41 5 92 12
Other invested assets
Limited partnerships 60 (42) 98 94
Other 15 11 42 37
Gross investment income before adjustments 416 167 1,056 661
Funds held interest income (expense) 5 — 7 4
Future policy benefit reserve income (expense) — — (1) —
Gross investment income 420 167 1,063 665
Investment expenses 14 15 41 45
Net investment income $ 406 $ 151 $ 1,023 $ 620

(Some amounts may not reconcile due to rounding.)

The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income. The net investment income from limited partnerships is dependent upon the Company’s share of the net asset values (“NAVs”) of interests underlying each limited partnership. Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag. If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company identifies the decline.

The Company had contractual commitments to invest up to an additional $2.8 billion in limited partnerships and private placement loan securities at September 30, 2023. These commitments will be funded when called in accordance with the partnership and loan agreements, which have investment periods that expire, unless extended, through 2027.

During the fourth quarter of 2022, the Company entered into corporate-owned life insurance (“COLI”) policies, which are invested in debt and equity securities. The COLI policies are carried within other invested assets at policy cash surrender value of $984 million and $939 million as of September 30, 2023 and December 31, 2022, respectively.

Variable Interest Entities

The Company is engaged with various special purpose entities and other entities that are deemed to be VIEs primarily as an investor through normal investment activities but also as an investment manager. A VIE is an entity that either has investors that lack certain essential characteristics of a controlling financial interest, such as simple majority kick-out rights, or lacks sufficient funds to finance its own activities without financial support provided by other entities. The Company performs ongoing qualitative assessments of its VIEs to determine whether the Company has a controlling financial interest in the VIE and therefore is the primary beneficiary. The Company is deemed to have a controlling financial interest when it has both the ability to direct the activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the Company’s assessment, if it determines it is the primary beneficiary, the Company consolidates the VIE in the Company’s Consolidated Financial Statements. As of September 30, 2023 and December 31, 2022, the Company did not hold any securities for which it is the primary beneficiary.

The Company, through normal investment activities, makes passive investments in general and limited partnerships and other alternative investments. For these non-consolidated VIEs, the Company has determined it is not the primary beneficiary as it has no ability to direct activities that could significantly affect the economic performance of the investments. The Company’s maximum exposure to loss as of September 30, 2023 and December 31, 2022 is limited to the total carrying value of $4.4 billion and $4.1 billion, respectively, which are included in general and limited partnerships and other alternative investments in Other Invested Assets in the Company's Consolidated Balance Sheets.

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As of September 30, 2023, the Company has outstanding commitments totaling $2.2 billion whereby the Company is committed to fund these investments and may be called by the partnership during the commitment period to fund the purchase of new investments and partnership expenses. These investments are generally of a passive nature in that the Company does not take an active role in management.

In addition, the Company makes passive investments in structured securities issued by VIEs for which the Company is not the manager. These investments are included in asset-backed securities, which includes collateralized loan obligations and are classified as fixed maturities, available for sale. The Company has not provided financial or other support with respect to these investments other than its original investment. For these investments, the Company determined it is not the primary beneficiary due to the relative size of the Company’s investment in comparison to the principal amount of the structured securities issued by the VIEs, credit subordination that reduces the Company’s obligation to absorb losses or right to receive benefits or the Company’s inability to direct the activities that most significantly impact the economic performance of the VIEs. The Company’s maximum exposure to loss on these investments is limited to the amount of the Company’s investment.

The components of net gains (losses) on investments are presented in the table below for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Fixed maturity securities
Allowance for credit losses $ 2 $ (5) $ (6) $ (18)
Net realized gains (losses) from dispositions (19) (53) (21) (66)
Equity securities, fair value
Net realized gains (losses) from dispositions 1 58 8 15
Gains (losses) from fair value adjustments (16) (136) (3) (462)
Other invested assets — 6 — 11
Short-term investments gain (loss) — 1 — 1
Total net gains (losses) on investments $ (31) $ (129) $ (21) $ (519)

(Some amounts may not reconcile due to rounding.)

The following tables provide a roll forward of the Company’s beginning and ending balance of allowance for credit losses for the periods indicated:

Roll Forward of Allowance for Credit Losses - Fixed Maturities - Available for Sale
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
(Dollars in millions) Corporate<br>Securities Municipals Foreign<br>Corporate<br>Securities Total Corporate<br>Securities Municipals Foreign<br>Corporate<br>Securities Total
Beginning balance $ (56) $ — $ (7) $ (63) $ (45) $ — $ (10) $ (54)
Credit losses on securities where credit
losses were not previously recorded (3) — — (3) (17) — — (17)
Increases in allowance on previously
impaired securities — — — — — — — —
Decreases in allowance on previously
impaired securities — — — — — — — —
Reduction in allowance due to disposals $ 2 $ — $ 4 $ 6 $ 6 $ — $ 6 $ 12
Balance, end of period $ (57) $ (1) $ (3) $ (60) $ (57) $ (1) $ (3) $ (60)

(Some amounts may not reconcile due to rounding.)

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Roll Forward of Allowance for Credit Losses - Fixed Maturities - Available for Sale
Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
(Dollars in millions) Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate<br>Securities Total Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate<br>Securities Total
Beginning balance $ (26) $ — $ (17) $ (43) $ (19) $ (8) $ (3) $ (30)
Credit losses on securities where credit
losses were not previously recorded — — — — (7) — (16) (23)
Increases in allowance on previously
impaired securities (3) — — (3) (4) — (1) (4)
Decreases in allowance on previously
impaired securities — — — — — — — —
Reduction in allowance due to disposals — — 8 8 1 8 10 19
Balance, end of period $ (29) — $ (9) $ (38) $ (29) $ — $ (9) $ (38)

(Some amounts may not reconcile due to rounding.)

Roll Forward of Allowance for Credit Losses - Fixed Maturities - Held to Maturity
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
(Dollars in millions) Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate<br>Securities Total Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate<br>Securities Total
Beginning balance $ (2) $ (6) $ (1) $ (8) $ (2) $ (6) $ (1) $ (9)
Credit losses on securities where credit
losses were not previously recorded — — — — — — — —
Increases in allowance on previously
impaired securities — — — — — — — —
Decreases in allowance on previously
impaired securities — — — — — — — —
Reduction in allowance due to disposals — — — — — — — —
Balance, end of period $ (2) $ (5) $ (1) $ (8) $ (2) $ (5) $ (1) $ (8)

(Some amounts may not reconcile due to rounding.)

Roll Forward of Allowance for Credit Losses - Fixed Maturities - Held to Maturity
Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
(Dollars in millions) Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate<br>Securities Total Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate<br>Securities Total
Beginning balance $ — $ — $ — — $ — $ — $ — $ —
Credit losses on securities where credit
losses were not previously recorded (2) (6) (1) (9) (2) (6) (1) (9)
Increases in allowance on previously
impaired securities — — — — — — — —
Decreases in allowance on previously
impaired securities — — — — — — — —
Reduction in allowance due to disposals — — — — — — — —
Balance, end of period (2) (6) $ (1) $ (9) $ (2) $ (6) $ (1) $ (9)

(Some amounts may not reconcile due to rounding.)

The proceeds and split between gross gains and losses from dispositions of fixed maturity and equity securities are presented in the table below for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Proceeds from sales of fixed maturity securities - available for sale $ 300 $ 405 $ 468 $ 1,177
Gross gains from dispositions 4 5 21 33
Gross losses from dispositions (23) (58) (42) (98)
Proceeds from sales of equity securities $ 80 $ 592 $ 126 $ 1,030
Gross gains from dispositions 2 60 8 67
Gross losses from dispositions — (2) — (53)

(Some amounts may not reconcile due to rounding.)

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4.    FAIR VALUE

GAAP guidance regarding fair value measurements addresses how companies should measure fair value when they are required to use fair value measures for recognition or disclosure purposes under GAAP and provides a common definition of fair value to be used throughout GAAP. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date. In addition, it establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based on the transparency of inputs to the valuation of an asset or liability. The level in the hierarchy within which a given fair value measurement falls is determined based on the lowest level input that is significant to the measurement, with Level 1 being the highest priority and Level 3 being the lowest priority.

The levels in the hierarchy are defined as follows:

Level 1:    Inputs to the valuation methodology are observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in an active market;

Level 2:    Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;

Level 3:    Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company’s fixed maturity and equity securities are primarily managed by third-party investment asset managers. The investment asset managers managing publicly traded securities obtain prices from nationally recognized pricing services. These services seek to utilize market data and observations in their evaluation process. They use pricing applications that vary by asset class and incorporate available market information, and when fixed maturity securities do not trade on a daily basis, the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

The investment asset managers do not make any changes to prices received from either the pricing services or the investment brokers. In addition, the investment asset managers have procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices. The Company also continually performs quantitative and qualitative analysis of prices, including but not limited to initial and ongoing review of pricing methodologies, review of prices obtained from pricing services and third-party investment asset managers, review of pricing statistics and trends, and comparison of prices for certain securities with a secondary price source for reasonableness. No material variances were noted during these price validation procedures. In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value. At September 30, 2023, $1.9 billion of fixed maturities were fair valued using unobservable inputs. The majority of these fixed maturities were valued by investment managers’ valuation committees and many of these fair values were substantiated by valuations from independent third parties. The Company has procedures in place to evaluate these independent third-party valuations. At December 31, 2022, $1.7 billion of fixed maturities were fair valued using unobservable inputs.

The Company internally manages a portfolio of assets which had a fair value at September 30, 2023 and December 31, 2022 of $5.6 billion and $2.7 billion, respectively, primarily comprised of collateralized loan obligations included in asset-backed securities and U.S. treasury fixed maturities. All prices for these securities were obtained from publicly published sources or nationally recognized pricing vendors.

Equity securities denominated in U.S. currency with quoted prices in active markets for identical assets are categorized as Level 1 since the quoted prices are directly observable. Equity securities traded on foreign exchanges are categorized as Level 2 due to the added input of a foreign exchange conversion rate to determine fair value. The Company uses foreign currency exchange rates published by nationally recognized sources.

Fixed maturity securities listed in the tables have been categorized as Level 2, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority. For foreign government securities and foreign corporate securities, the fair values provided by the third-party pricing services in local currencies, and where applicable, are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

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In addition to the valuations from investment managers, some of the fixed maturities with fair values categorized as Level 3 result when prices are not available from the nationally recognized pricing services and are derived using unobservable inputs. The Company will value the securities with unobservable inputs using comparable market information or receive fair values from investment managers. The investment managers may obtain non-binding price quotes for the securities from brokers. The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The prices received from brokers are reviewed for reasonableness by the third-party investment asset managers and the Company. If the broker quotes are for foreign denominated securities, the quotes are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

The composition and valuation inputs for the presented fixed maturities categories Level 1 and Level 2 are as follows:

•U.S. Treasury securities and obligations of U.S. government agencies and corporations are primarily comprised of U.S. Treasury bonds, and the fair value is based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields;

•Obligations of U.S. states and political subdivisions are comprised of state and municipal bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

•Corporate securities are primarily comprised of U.S. corporate and public utility bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

•Asset-backed and mortgage-backed securities fair values are based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads;

•Foreign government securities are comprised of global non-U.S. sovereign bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source;

•Foreign corporate securities are comprised of global non-U.S. corporate bond issuances, and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source.

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The following tables present the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value as of the periods indicated:

Fair Value Measurement Using
September 30, 2023 Quoted Prices<br>in Active<br>Markets for<br>Identical<br>Assets<br>(Level 1) Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) Significant<br>Unobservable<br>Inputs<br>(Level 3)
(Dollars in millions)
Assets:
Fixed maturities - available for sale
U.S. Treasury securities and obligations of U.S. government
agencies and corporations $ 1,121 $ — $ 1,121 $ —
Obligations of U.S. States and political subdivisions 363 — 363 —
Corporate securities 7,184 — 6,459 725
Asset-backed securities 5,272 — 4,092 1,180
Mortgage-backed securities
Commercial 1,019 — 1,019 —
Agency residential 3,305 — 3,305 —
Non-agency residential 209 — 209 —
Foreign government securities 1,651 — 1,651 —
Foreign corporate securities 5,034 — 5,019 16
Total fixed maturities - available for sale 25,159 — 23,238 1,921
Equity securities, fair value 166 58 108 —

(Some amounts may not reconcile due to rounding.)

Fair Value Measurement Using
(Dollars in millions) December 31, 2022 Quoted Prices<br>in Active<br>Markets for<br>Identical<br>Assets<br>(Level 1) Significant<br>Other<br>Observable<br>Inputs<br>(Level 2) Significant<br>Unobservable<br>Inputs<br>(Level 3)
Assets:
Fixed maturities - available for sale
U.S. Treasury securities and obligations of U.S. government
agencies and corporations $ 1,257 $ — $ 1,257 $ —
Obligations of U.S. States and political subdivisions 413 — 413 —
Corporate securities 6,469 — 5,754 715
Asset-backed securities 4,063 — 3,069 994
Mortgage-backed securities
Commercial 919 — 919 —
Agency residential 3,099 — 3,099 —
Non-agency residential 4 — 4 —
Foreign government securities 1,415 — 1,415 —
Foreign corporate securities 4,596 — 4,579 16
Total fixed maturities - available for sale 22,236 — 20,511 1,725
Equity securities, fair value 281 132 150 —

(Some amounts may not reconcile due to rounding.)

In addition, $284 million and $292 million of investments within other invested assets on the consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively, are not included within the fair value hierarchy tables, as the assets are measured at NAV as a practical expedient to determine fair value.

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The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs for fixed maturities - available for sale, for the periods indicated:

Total Fixed Maturities - Available for Sale
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
(Dollars in millions) Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate Total Corporate<br>Securities Asset-Backed<br>Securities Foreign<br>Corporate Total
Beginning balance of fixed maturities $ 711 $ 1,115 $ 16 $ 1,842 $ 715 $ 994 $ 16 $ 1,725
Total gains or (losses) (realized/unrealized)
Included in earnings 1 — — 1 3 — — 3
Included in other comprehensive income (loss) — (3) — (3) (5) 7 — 2
Purchases, issuances and settlements 12 68 — 80 12 179 — 191
Transfers in/(out) of Level 3 and reclassification of
securities in/(out) of investment categories — — — — — — — —
Ending balance of fixed maturities $ 725 $ 1,180 $ 16 $ 1,921 $ 725 $ 1,180 $ 16 $ 1,921
The amount of total gains or losses for the period
included in earnings (or changes in net assets)
attributable to the change in unrealized gains
or losses relating to assets still held at
the reporting date $ — $ — $ — $ — $ 1 $ — $ — $ 1

(Some amounts may not reconcile due to rounding.)

Total Fixed Maturities - Available for Sale
Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
(Dollars in millions) Corporate<br>Securities Asset-Backed<br>Securities CMBS Foreign<br>Corporate Total Corporate<br>Securities Asset-Backed<br>Securities CMBS Foreign<br>Corporate Total
Beginning balance of fixed maturities $ 863 $ 1,255 $ 6 $ 40 $ 2,164 $ 801 $ 1,251 $ — $ 16 $ 2,068
Total gains or (losses) (realized/unrealized)
Included in earnings (2) — — — (2) 9 — — — 9
Included in other comprehensive income (loss) (6) 65 — — 59 (13) (11) — (4) (28)
Purchases, issuances and settlements 27 159 — — 186 (43) 387 6 8 358
Transfers in/(out) of Level 3 and reclassification of
securities in/(out) of investment categories (163) (587) (6) (24) (779) (35) (735) (6) (4) (779)
Ending balance of fixed maturities $ 719 $ 893 $ — $ 16 $ 1,628 $ 719 $ 893 $ — $ 16 $ 1,628
The amount of total gains or losses for the period
included in earnings (or changes in net assets)
attributable to the change in unrealized gains
or losses relating to assets still held at
the reporting date $ (3) $ — $ — $ — $ (3) $ (8) $ 8 $ — $ — $ —

(Some amounts may not reconcile due to rounding.)

There were no transfers of assets in/(out) of Level 3 for the three and nine months ended September 30, 2023.

The $779 million shown as transfers in/(out) of Level 3 and reclassification of securities in/(out) of investment categories for the three and nine months ended September 30, 2022 relate mainly to previously designated Level 3 securities that the Company has reclassified from “fixed maturities – available for sale” to “fixed maturities – held to maturity” during the third quarter of 2022. As “fixed maturities – held to maturity" are carried at amortized cost, net of credit allowances rather than at fair value as “fixed maturities – available for sale”, these securities are no longer included within the fair value hierarchy table or in the roll forward of Level 3 securities. The fair values of these securities are determined in a similar manner as the Company’s fixed maturity securities available for sale as described above. The fair values of these securities incorporate the use of significant unobservable inputs and therefore are classified as Level 3 within the fair value hierarchy as of September 30, 2022.

Financial Instruments Disclosed, But Not Reported, at Fair Value

Certain financial instruments disclosed, but not reported, at fair value are excluded from the fair value hierarchy tables above. Fair values and valuation hierarchy of fixed maturity securities – held to maturity, senior notes and long-term subordinated notes can be found within Notes 3, 8 and 9, respectively. Short-term investments are stated at cost, which approximates fair value.

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5.    RESERVE FOR LOSSES, LAE AND FUTURE POLICY BENEFIT RESERVE

Activity in the reserve for losses and loss adjustment expenses (“LAE”) is summarized for the periods indicated:

Nine Months Ended<br>September 30,
2023 2022
(Dollars in millions)
Gross reserves beginning of period $ 22,065 $ 19,009
Less reinsurance recoverables on unpaid losses (2,105) (1,946)
Net reserves beginning of period 19,960 17,063
Incurred related to:
Current year 6,175 6,291
Prior years (2) (2)
Total incurred losses and LAE 6,173 6,289
Paid related to:
Current year 2,071 1,794
Prior years 2,381 1,841
Total paid losses and LAE 4,452 3,635
Foreign exchange/translation adjustment (43) (605)
Net reserves end of period 21,637 19,112
Plus reinsurance recoverables on unpaid losses 2,196 2,110
Gross reserves end of period $ 23,833 $ 21,222

(Some amounts may not reconcile due to rounding.)

Current year incurred losses were $6.2 billion and $6.3 billion for the nine months ended September 30, 2023 and 2022, respectively. Gross and net reserves increased for the nine months ended September 30, 2023, reflecting an increase in underlying exposure due to earned premium growth, year over year, amounting to approximately $604 million in 2023 current year attritional losses compared to 2022, offset by a decrease of $723 million in 2023 current year catastrophe losses.

6.    SEGMENT REPORTING

The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies. Business is written in the U.S., Bermuda, and Ireland offices, as well as, through branches in Canada, Singapore, the United Kingdom and Switzerland. The Insurance operation writes property and casualty insurance directly and through brokers, surplus lines brokers and general agents within the U.S., Bermuda, Canada, Europe, Singapore and South America through its offices in the U.S., Bermuda, Canada, Chile, Singapore, the United Kingdom, Ireland, and branches located in the Netherlands, France, Germany and Spain.

These segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations. Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results.

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses. The Company measures its underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, result from dividing incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

The Company does not maintain separate balance sheet data for its operating segments. Accordingly, the Company does not review and evaluate the financial results of its operating segments based upon balance sheet data.

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The following tables present the underwriting results for the operating segments for the periods indicated:

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
(Dollars in millions) Reinsurance Insurance Total Reinsurance Insurance Total
Gross written premiums $ 3,219 $ 1,172 $ 4,391 $ 8,622 $ 3,692 $ 12,314
Net written premiums 3,008 858 3,866 8,101 2,768 10,870
Premiums earned $ 2,612 $ 901 $ 3,513 $ 7,236 $ 2,629 $ 9,865
Incurred losses and LAE 1,665 581 2,246 4,477 1,696 6,173
Commission and brokerage 648 104 752 1,791 307 2,099
Other underwriting expenses 65 150 215 190 430 620
Underwriting gain (loss) $ 234 $ 66 $ 301 $ 778 $ 196 $ 974
Net investment income 406 1,023
Net gains (losses) on investments (31) (21)
Corporate expenses (19) (55)
Interest, fee and bond issue cost amortization expense (34) (99)
Other income (expense) 103 61
Income (loss) before taxes $ 725 $ 1,883

(Some amounts may not reconcile due to rounding.)

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
(Dollars in millions) Reinsurance Insurance Total Reinsurance Insurance Total
Gross written premiums $ 2,551 $ 1,129 $ 3,680 $ 6,938 $ 3,376 $ 10,313
Net written premiums 2,460 862 3,323 6,664 2,492 9,156
Premiums earned $ 2,245 $ 822 $ 3,067 $ 6,451 $ 2,324 $ 8,775
Incurred losses and LAE 1,992 631 2,623 4,699 1,591 6,289
Commission and brokerage 537 104 641 1,582 295 1,877
Other underwriting expenses 54 115 169 156 344 500
Underwriting gain (loss) $ (338) $ (29) $ (367) $ 14 $ 95 $ 109
Net investment income 151 620
Net gains (losses) on investments (129) (519)
Corporate expenses (16) (45)
Interest, fee and bond issue cost amortization expense (25) (74)
Other income (expense) (16) (71)
Income (loss) before taxes $ (401) $ 20

(Some amounts may not reconcile due to rounding.)

7.    CREDIT FACILITIES

The Company has multiple active committed letter of credit facilities with a total commitment of up to $1.7 billion as of September 30, 2023. The Company also has additional uncommitted letter of credit facilities of up to $240 million which may be accessible via written request and corresponding authorization from the applicable lender. There is no guarantee the uncommitted capacity will be available to us on a future date.

The terms and outstanding amounts for each facility are discussed below:

Bermuda Re Wells Fargo Bilateral Letter of Credit Facility

Effective February 23, 2021, Everest Reinsurance (Bermuda) Ltd. (“Bermuda Re”) entered into a letter of credit issuance facility with Wells Fargo, referred to as the “2021 Bermuda Re Wells Fargo Bilateral Letter of Credit Facility.” The Bermuda Re Wells Fargo Bilateral Letter of Credit Facility originally provided for the issuance of up to $50 million of secured letters of credit. Effective May 5, 2021, the agreement was amended to provide for the issuance of up to $500 million of secured letters of credit. Effective May 2, 2023, the agreement was amended to extend the availability of committed issuance for an additional year.

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The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Wells Fargo Bank Bilateral LOC Agreement $ 500 $ 266 12/29/2023 $ 500 $ 463 12/29/2023
121 12/31/2023 —
23 6/28/2024 —
24 12/31/2024 —
$ 500 $ 434 $ 500 $ 463

(Some amounts may not reconcile due to rounding.)

Bermuda Re Citibank Letter of Credit Facility

Effective August 9, 2021, Bermuda Re entered into a new letter of credit issuance facility with Citibank N.A., which superseded the previous letter of credit issuance facility with Citibank that was effective December 31, 2020. Both of these are referred to as the “Bermuda Re Letter of Credit Facility”. The current Bermuda Re Citibank Letter of Credit Facility provides for the committed issuance of up to $230 million of secured letters of credit. In addition, the facility provided for the uncommitted issuance of up the $140 million, which may be accessible via written request by the Company and corresponding authorization from Citibank N.A.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Bermuda Re Citibank LOC Facility- Committed $ 230 $ 209 12/31/2023 $ 230 $ 1 1/1/2023
— 1/21/2024 4 2/28/2023
4 2/29/2024 1 3/1/2023
1 3/1/2024 1 8/15/2023
3 9/23/2024 3 9/23/2023
1 12/1/2024 212 12/31/2023
6 12/31/2024 —
1 8/15/2025 —
Bermuda Re Citibank LOC Facility - Uncommitted 140 105 12/31/2023 140 87 12/31/2023
7 9/30/2027 18 12/30/2026
Total Citibank Bilateral Agreement $ 370 $ 338 $ 370 $ 329

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility

Effective August 27, 2021, Bermuda Re entered into a letter of credit issuance facility with Bayerische Landesbank, an agreement referred to as the “Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility”. The Bermuda Re Bayerische Landesbank Bilateral Secured Credit Facility provides for the committed issuance of up to $200 million of secured letters of credit.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Bayerische Landesbank Bilateral Secured Credit Facility $ 200 $ 179 12/31/2023 $ 200 $ 184 12/31/2023

(Some amounts may not reconcile due to rounding.)

Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility

Effective December 30, 2022, Bermuda Re entered into a new additional letter of credit issuance facility with Bayerische Landesbank, New York Branch, referred to as the “Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility”. The Bermuda Re Bayerische Landesbank Bilateral Unsecured Letter of Credit Facility provides for the committed issuance

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of up to $150 million of unsecured letters of credit and is fully and unconditionally guaranteed by Group, as Parent Guarantor.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Bayerische Landesbank Bilateral Unsecured LOC Agreement - Committed $ 150 $ 150 12/31/2023 $ 150 $ 150 12/31/2023

(Some amounts may not reconcile due to rounding.)

Bermuda Re Lloyd’s Bank Letter of Credit Facility

Effective August 18, 2023, Bermuda Re entered into a new letter of credit issuance facility with Lloyd’s Bank Corporate Markets PLC, an agreement referred to as the “Bermuda Re Lloyd’s Bank Letter of Credit Facility”, which superseded the previous letter of credit issuance facility with Lloyd’s Bank that was effective October 8, 2021. The Bermuda Re Lloyd’s Bank Letter of Credit Facility provides for the committed issuance of up to $250 million of unsecured letters of credit and is fully and unconditionally guaranteed by Group, as Parent Guarantor.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Bermuda Re Lloyd's Bank LOC Facility-Committed $ 250 $ 158 12/31/2023 $ 50 $ 50 12/31/2023
48 12/31/2024
Bermuda Re Lloyd's Bank LOC Facility-Uncommitted — — 200 136 12/31/2023
Total Bermuda Re Lloyd's Bank LOC Facility $ 250 $ 206 $ 250 $ 186

(Some amounts may not reconcile due to rounding.)

Bermuda Re Barclays Bank Credit Facility

Effective November 3, 2021, Bermuda Re entered into a letter of credit issuance facility with Barclays Bank PLC, an agreement referred to as the “Bermuda Re Barclays Credit Facility”. The Bermuda Re Barclays Credit Facility provides for the committed issuance of up to $200 million of secured letters of credit.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Bermuda Re Barclays Bilateral Letter of Credit Facility $ 200 $ 179 12/31/2023 $ 200 $ 179 12/31/2023

Bermuda Re Nordea Bank Letter of Credit Facility

Effective November 21, 2022, Bermuda Re entered into a letter of credit issuance facility with Nordea Bank ABP, New York Branch, referred to as the “Nordea Bank Letter of Credit Facility”. The Bermuda Re Nordea Bank Letter of Credit Facility provides for the committed issuance of up to $200 million of unsecured letters of credit, and subject to credit approval, uncommitted issuance of $100 million for a maximum total facility amount of $300 million.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in millions) At September 30, 2023 At December 31, 2022
Bank Commitment In Use Date of Expiry Commitment In Use Date of Expiry
Nordea Bank ABP, NY Unsecured LOC Facility - Committed $ 200 $ 200 12/31/2023 $ 200 $ 50 12/31/2023
Nordea Bank ABP, NY Unsecured LOC Facility - Uncommitted 100 100 12/31/2023 100 100 12/31/2023
Total Nordea Bank ABP, NY LOC Facility $ 300 $ 300 $ 300 $ 150

(Some amounts may not reconcile due to rounding.)

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Federal Home Loan Bank Membership

Everest Reinsurance Company (“Everest Re”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of September 30, 2023, Everest Re had admitted assets of approximately $25 billion which provides borrowing capacity in excess of $2.5 billion. As of September 30, 2023, Everest Re has $519 million of borrowings outstanding, all of which expire in 2023. Everest Re incurred interest expense of $7 million and $0.8 million for the three months ended September 30, 2023 and 2022, respectively. Everest Re incurred interest expense of $21 million and $2 million for the nine months ended September 30, 2023 and 2022, respectively. The FHLBNY membership agreement requires that 4.5% of borrowed funds be used to acquire additional membership stock.

8.    SENIOR NOTES

The table below displays Everest Reinsurance Holdings’ (“Holdings”) outstanding senior notes. Fair value is based on quoted market prices, but due to limited trading activity, these senior notes are considered Level 2 in the fair value hierarchy.

September 30, 2023 December 31, 2022
(Dollars in millions) Date Issued Date Due Principal<br>Amounts Consolidated Balance<br>Sheet Amount Fair Value Consolidated Balance<br>Sheet Amount Fair Value
4.868% Senior notes 6/5/2014 6/1/2044 $ 400 $ 398 $ 331 $ 397 $ 343
3.5% Senior notes 10/7/2020 10/15/2050 1,000 981 642 981 677
3.125% Senior notes 10/4/2021 10/15/2052 1,000 970 595 969 627
$ 2,400 $ 2,348 $ 1,567 $ 2,347 $ 1,647

(Some amounts may not reconcile due to rounding.)

Interest expense incurred in connection with these senior notes is as follows for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) Interest Paid Payable Dates 2023 2022 2023 2022
4.868% Senior notes semi-annually June 1/December 1 $ 5 $ 5 $ 15 $ 15
3.5% Senior notes semi-annually April 15/October 15 9 9 26 26
3.125% Senior notes semi-annually April 15/October 15 8 8 24 24
$ 22 $ 22 $ 65 $ 65

(Some amounts may not reconcile due to rounding.)

9.    LONG-TERM SUBORDINATED NOTES

The table below displays Holdings’ outstanding fixed to floating rate long-term subordinated notes (“Subordinated Notes Issued 2007”). Fair value is based on quoted market prices, but due to limited trading activity, these subordinated notes are considered Level 2 in the fair value hierarchy.

Maturity Date September 30, 2023 December 31, 2022
(Dollars in millions) Date Issued Original<br>Principal Amount Scheduled Final Consolidated Balance<br>Sheet Amount Fair Value Consolidated Balance<br>Sheet Amount Fair Value
Long-term subordinated notes 4/26/2007 $ 400 5/15/2037 5/1/2067 $ 218 $ 197 $ 218 $ 187

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest was at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007. During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month LIBOR plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. Deferred interest will accumulate interest at the applicable rate compounded quarterly for periods from and including May 15, 2017. The reset quarterly interest rate for August 15, 2023 to November 14, 2023 is 8.01%. Following the cessation of LIBOR, for periods from and including August 15, 2023, interest will be based on 3-month CME Term SOFR plus a spread.

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Holdings may redeem the long-term subordinated notes on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or after the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of certain senior note holders and it mandates that Holdings receive proceeds from the sale of another subordinated debt issue, of at least similar size, before it may redeem the subordinated notes. The Company’s 4.868% senior notes, due on June 1, 2044, 3.5% senior notes due on October 15, 2050 and 3.125% senior notes due on October 15, 2052 are the Company’s long-term indebtedness that rank senior to the long-term subordinated notes.

In 2009, the Company had reduced its outstanding amount of long-term subordinated notes through the initiation of a cash tender offer for any and all of the long-term subordinated notes.

Interest expense incurred in connection with these long-term subordinated notes is as follows for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Interest expense incurred $ 4 $ 3 $ 12 $ 6

10.    COLLATERALIZED REINSURANCE AND TRUST AGREEMENTS

Certain subsidiaries of Group have established trust agreements, which effectively use the Company’s investments as collateral, as security for assumed losses payable to certain non-affiliated ceding companies. At September 30, 2023, the total amount on deposit in trust accounts was $2.5 billion, which included $253 million of restricted cash. At September 30, 2022, the total amount on deposit in trust accounts was $2.2 billion, which included $431 million of restricted cash.

The Company reinsures some of its catastrophe exposures with the segregated accounts of subsidiary Mt. Logan Re, Ltd. (“Mt. Logan Re”). Mt. Logan Re is a collateralized insurer registered in Bermuda and 100% of the voting common shares are owned by Group. Each segregated account invests predominantly in a diversified set of catastrophe exposures, diversified by risk/peril and across different geographic regions globally.

The following table summarizes the premiums and losses that are ceded by the Company to Mt. Logan Re segregated accounts and assumed by the Company from Mt. Logan Re segregated accounts.

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
Mt. Logan Re Segregated Accounts 2023 2022 2023 2022
(Dollars in millions)
Ceded written premiums $ 89 $ 68 $ 187 $ 150
Ceded earned premiums 74 57 172 149
Ceded losses and LAE 26 99 79 161
Assumed written premiums 2 2 3 3
Assumed earned premiums 2 2 3 3
Assumed losses and LAE — — — —

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The Company entered into various collateralized reinsurance agreements with Kilimanjaro Re Limited (“Kilimanjaro”), a Bermuda-based special purpose reinsurer, to provide the Company with catastrophe reinsurance coverage. These agreements are multi-year reinsurance contracts which cover named storm and earthquake events. The table below summarizes the various agreements.

(Dollars in millions)
Class Description Effective Date Expiration Date Limit Coverage Basis
Series 2019-1 Class A-1 US, Canada, Puerto Rico – Named Storm and Earthquake Events 12/12/2019 12/19/2023 150 Occurrence
Series 2019-1 Class B-1 US, Canada, Puerto Rico – Named Storm and Earthquake Events 12/12/2019 12/19/2023 275 Aggregate
Series 2019-1 Class A-2 US, Canada, Puerto Rico – Named Storm and Earthquake Events 12/12/2019 12/19/2024 150 Occurrence
Series 2019-1 Class B-2 US, Canada, Puerto Rico – Named Storm and Earthquake Events 12/12/2019 12/19/2024 275 Aggregate
Series 2021-1 Class A-1 US, Canada, Puerto Rico – Named Storm and Earthquake Events 4/8/2021 4/21/2025 150 Occurrence
Series 2021-1 Class B-1 US, Canada, Puerto Rico – Named Storm and Earthquake Events 4/8/2021 4/21/2025 85 Aggregate
Series 2021-1 Class C-1 US, Canada, Puerto Rico – Named Storm and Earthquake Events 4/8/2021 4/21/2025 85 Aggregate
Series 2021-1 Class A-2 US, Canada, Puerto Rico – Named Storm and Earthquake Events 4/8/2021 4/20/2026 150 Occurrence
Series 2021-1 Class B-2 US, Canada, Puerto Rico – Named Storm and Earthquake Events 4/8/2021 4/20/2026 90 Aggregate
Series 2021-1 Class C-2 US, Canada, Puerto Rico – Named Storm and Earthquake Events 4/8/2021 4/20/2026 90 Aggregate
Series 2022-1 Class A US, Canada, Puerto Rico – Named Storm and Earthquake Events 6/22/2022 6/25/2025 300 Aggregate
Total available limit as of September 30, 2023 $ 1,800

Recoveries under these collateralized reinsurance agreements with Kilimanjaro are primarily dependent on estimated industry level insured losses from covered events, as well as the geographic location of the events. The estimated industry level of insured losses is obtained from published estimates by an independent recognized authority on insured property losses. The Company has up to $350 million of catastrophe bond protection (“CAT Bond”) that attaches at a $48.1 billion Property Claims Services (“PCS”) Industry loss threshold. This recovery would be recognized on a pro-rata basis up to a $63.8 billion PCS Industry loss level. PCS’s current industry estimate of $48.4 billion issued in October 2023 exceeds the attachment point. As of September 30, 2023, the recovery under the CAT Bond, included in the Company’s financial results, is currently estimated to be $20 million, subject to further revision of the industry loss estimate.

Kilimanjaro has financed the various property catastrophe reinsurance coverages by issuing catastrophe bonds to unrelated, external investors. The proceeds from the issuance of the catastrophe bonds are held in reinsurance trusts throughout the duration of the applicable reinsurance agreements and invested solely in U.S. government money market funds with a rating of at least “AAAm” by Standard & Poor’s. The catastrophe bonds’ issue dates, maturity dates and amounts correspond to the reinsurance agreements listed above.

11.    COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

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12.    OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of comprehensive income (loss) in the consolidated statements of operations for the periods indicated:

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
(Dollars in millions) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
URA(D) on securities - non-credit related $ (281) $ 24 $ (257) $ (206) $ 26 $ (180)
Reclassification of net realized losses (gains) included
in net income (loss) 17 (2) 15 26 (6) 21
Foreign currency translation adjustments (50) 3 (47) (19) 2 (17)
Reclassification of benefit plan liability amortization included
in net income (loss) 1 — — 2 — 1
Total other comprehensive income (loss) $ (313) $ 25 $ (288) $ (197) $ 22 $ (175)

(Some amounts may not reconcile due to rounding)

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
(Dollars in millions) Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
URA(D) on securities - non-credit related $ (776) $ 64 $ (712) $ (2,557) $ 297 $ (2,260)
Reclassification of net realized losses (gains) included
in net income (loss) 51 (10) 41 73 (12) 61
Foreign currency translation adjustments (109) 8 (101) (174) 11 (163)
Reclassification of benefit plan liability amortization included
in net income (loss) 2 (1) 1 3 (1) 2
Total other comprehensive income (loss) $ (832) $ 61 $ (771) $ (2,655) $ 295 $ (2,360)

(Some amounts may not reconcile due to rounding)

The following table presents details of the amounts reclassified from AOCI for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30, Affected line item within the statements of operations and comprehensive income (loss)
AOCI component 2023 2022 2023 2022
(Dollars in millions)
URA(D) on securities $ 17 $ 51 $ 26 $ 73 Other net realized capital gains (losses)
(2) (10) (6) (12) Income tax expense (benefit)
$ 15 $ 41 $ 21 $ 61 Net income (loss)
Benefit plan net gain (loss) $ 1 $ 2 $ 2 $ 3 Other underwriting expenses
— (1) — (1) Income tax expense (benefit)
$ — $ 1 $ 1 $ 2 Net income (loss)

(Some amounts may not reconcile due to rounding)

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The following table presents the components of accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets for the periods indicated:

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Beginning balance of URA(D) on securities $ (1,627) $ (1,288) $ (1,709) $ 239
Current period change in URA(D) of investments - non-credit related (242) (671) (159) (2,199)
Ending balance of URA(D) on securities (1,868) (1,959) (1,868) (1,959)
Beginning balance of foreign currency translation adjustments (224) (240) (254) (177)
Current period change in foreign currency translation adjustments (47) (101) (17) (163)
Ending balance of foreign currency translation adjustments (271) (341) (271) (341)
Beginning balance of benefit plan net gain (loss) (32) (49) (33) (50)
Current period change in benefit plan net gain (loss) — 1 1 2
Ending balance of benefit plan net gain (loss) (32) (48) (32) (48)
Ending balance of accumulated other comprehensive income (loss) $ (2,171) $ (2,348) $ (2,171) $ (2,348)

(Some amounts may not reconcile due to rounding.)

13.    SHARE-BASED COMPENSATION PLANS

For the three months ended September 30, 2023, a total of 4,580 restricted stock awards were granted on September 8, 2023, with a fair value of $369.15 per share. For the three months ended September 30, 2022, a total of 4,070 restricted stock awards were granted on September 8, 2022 with a fair value of $283.72 per share.

For the nine months ended September 30, 2023, a total of 179,676 restricted stock awards were granted: 174,171, 925 and 4,580 restricted share awards were granted on February 23, 2023, May 18, 2023 and September 8, 2023 with a fair value of $382.39 per share, $372.91 per share and $369.15 per share, respectively. Also, 14,975 performance share unit awards were granted on February 23, 2023, with a fair value of $382.39 per share.

For the nine months ended September 30, 2022, a total of 203,208 restricted stock awards were granted: 187,760, 9,048, 2,330 and 4,070 restricted share awards were granted on February 23, 2022, February 24, 2022, May 10, 2022 and September 8, 2022, with a fair value of $301.54 per share, $287.94 per share, $280.98 per share and $283.72 per share, respectively. Additionally, 18,340 performance share unit awards were granted on February 23, 2022, with a fair value of $301.54 per unit.

14.    EARNINGS PER COMMON SHARE

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that would occur if options granted under various share-based compensation plans were exercised resulting in the issuance of common shares that would participate in the earnings of the entity.

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Net income (loss) per common share has been computed as per below, based upon weighted average common basic and dilutive shares outstanding.

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions, except per share amounts) 2023 2022 2023 2022
Net income (loss) per share:
Numerator
Net income (loss) $ 678 $ (319) $ 1,713 $ 101
Less: dividends declared - common shares and unvested common shares (76) (65) (212) (191)
Undistributed earnings 602 (384) 1,501 (90)
Percentage allocated to common shareholders (1) 98.9 % 100.0 % 98.8 % 98.7 %
595 (384) 1,483 (88)
Add: dividends declared - common shareholders 75 65 210 188
Numerator for basic and diluted earnings per common share $ 671 $ (319) $ 1,693 $ 100
Denominator
Denominator for basic earnings per weighted-average common shares 42.9 38.8 40.8 38.8
Effect of dilutive securities:
Options — — — —
Denominator for diluted earnings per adjusted weighted-average common shares 42.9 38.8 40.8 38.8
Per common share net income (loss)
Basic $ 15.63 $ (8.22) $ 41.49 $ 2.57
Diluted $ 15.63 $ (8.22) $ 41.49 $ 2.57
(1) Basic weighted - average common shares outstanding 42.9 38.8 40.8 38.8
Basic weighted - average common shares outstanding and unvested common shares expected to vest 43.4 38.8 41.3 39.4
Percentage allocated to common shareholders 98.9 % 100.0 % 98.8 % 98.7 %

(Some amounts may not reconcile due to rounding.)

There were no options outstanding as of September 30, 2023. Options granted under share-based compensation plans have all expired as of September 19, 2022.

15.    INCOME TAXES

The Company is domiciled in Bermuda and has subsidiaries and/or branches in Belgium, Canada, Chile, France, Germany, Ireland, the Netherlands, Singapore, Spain, Switzerland, the United Kingdom, and the United States. The Company’s Bermuda domiciled subsidiaries are exempt from income taxation under Bermuda law until 2035. The Company’s non-Bermudian subsidiaries and branches are subject to income taxation at varying rates in their respective domiciles.

The Company generally applies the estimated annualized effective tax rate (“AETR”) approach for calculating its tax provision for interim periods as prescribed by ASC 740-270, Interim Reporting. Under the AETR approach, the estimated AETR is applied to the interim year-to-date pre-tax income/(loss) to determine the income tax expense or benefit for the year-to-date period. The tax expense or benefit for the quarter represents the difference between the year-to-date tax expense or benefit for the current year-to-date period less such amount for the immediately preceding year-to-date period. Management considers the impact of all known events in its estimation of the Company’s annual pre-tax income/(loss) and AETR.

On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted. We have evaluated the tax provisions of the IRA, the most significant of which are the corporate alternative minimum tax and the share repurchase excise tax and do not expect the legislation to have a material impact on our results of operations. As the IRS issues additional guidance, we will evaluate any impact to our consolidated financial statements.

16.    SUBSEQUENT EVENTS

The Company has evaluated known recognized and non-recognized subsequent events. The Company does not have any subsequent events to report.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Industry Conditions.

The worldwide insurance and reinsurance businesses are highly competitive, as well as cyclical by product and market. As a result, financial results tend to fluctuate with periods of constrained availability, higher rates and stronger profits followed by periods of abundant capacity, lower rates and constrained profitability. Competition in the types of insurance and reinsurance business that we underwrite is based on many factors, including the perceived overall financial strength of the reinsurer or insurer, ratings of the reinsurer or insurer by A.M. Best and/or Standard & Poor’s, underwriting expertise, the jurisdictions where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered, premiums charged, other terms and conditions of the insurance and reinsurance business offered, services offered, speed of claims payment and reputation and experience in lines written. Furthermore, the market impact from these competitive factors related to reinsurance and insurance is generally not consistent across lines of business, domestic and international geographical areas and distribution channels.

We compete in the U.S., Bermuda and international insurance and reinsurance markets with numerous global competitors. Our competitors include independent reinsurance and insurance companies, subsidiaries or affiliates of established worldwide insurance companies, reinsurance departments of certain insurance companies, domestic and international underwriting operations, including underwriting syndicates at Lloyd’s of London and certain government sponsored risk transfer vehicles. Some of these competitors have greater financial resources than we do and have established long-term and continuing business relationships, which can be a significant competitive advantage. In addition, the lack of strong barriers to entry into the reinsurance business and recently, the securitization of insurance and reinsurance risks through capital markets provide additional sources of potential reinsurance and insurance capacity and competition.

Worldwide insurance and reinsurance market conditions historically have been competitive. Generally, there is ample insurance and reinsurance capacity relative to demand, as well as additional capital from the capital markets through insurance linked financial instruments. These financial instruments such as side cars, catastrophe bonds and collateralized reinsurance funds, provide capital markets with access to insurance and reinsurance risk exposure. The capital markets demand for these products is primarily driven by the desire to achieve greater risk diversification and potentially higher returns on their investments. This competition generally has a negative impact on rates, terms and conditions; however, the impact varies widely by market and coverage. Based on recent competitive behaviors in the insurance and reinsurance industry, natural catastrophe events and the macroeconomic backdrop, there has been dislocation in the market which has had a positive impact on rates and terms and conditions, generally, though specifics in local markets can vary.

Specifically, recent market conditions in property, particularly catastrophe excess of loss, have resulted in rate increases. As a result of the rate increases, most of the lines within property have been affected. Other casualty lines have been experiencing modest rate increases, while some lines such as workers’ compensation and directors and officers liability have been experiencing softer market conditions. The impact on pricing conditions is likely to change depending on the line of business and geography.

Our capital position remains a source of strength, with high-quality invested assets, significant liquidity and a low operating expense ratio. Our diversified global platform with its broad mix of products, distribution and geography is resilient.

The recent emergence of the Middle East war and the ongoing war in the Ukraine are evolving events. Economic and legal sanctions have been levied against Russia, specific named individuals and entities connected to the Russian government, as well as businesses located in the Russian Federation and/or owned by Russian nationals in numerous countries, including the United States. The significant political and economic uncertainty surrounding these wars and associated sanctions have impacted economic and investment markets both within Russia, Ukraine, the Middle East region, and around the world.

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Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated.

Three Months Ended<br>September 30, Percentage<br>Increase/<br>(Decrease) Nine Months Ended<br>September 30, Percentage<br>Increase/<br>(Decrease)
(Dollars in millions) 2023 2022 2023 2022
Gross written premiums $ 4,391 $ 3,680 19.3 % $ 12,314 $ 10,313 19.4 %
Net written premiums 3,866 3,323 16.4 % 10,870 9,156 18.7 %
REVENUES:
Premiums earned $ 3,513 $ 3,067 14.6 % $ 9,865 $ 8,775 12.4 %
Net investment income 406 151 NM 1,023 620 64.9 %
Net gains (losses) on investments (31) (129) -75.9 % (21) (519) -95.9 %
Other income (expense) 103 (16) NM 61 (71) NM
Total revenues 3,991 3,073 29.9 % 10,927 8,805 24.1 %
CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses 2,246 2,623 -14.4 % 6,173 6,289 -1.9 %
Commission, brokerage, taxes and fees 752 641 17.2 % 2,099 1,877 11.8 %
Other underwriting expenses 215 169 27.2 % 620 500 24.0 %
Corporate expenses 19 16 22.5 % 55 45 22.9 %
Interest, fees and bond issue cost amortization expense 34 25 34.4 % 99 74 33.8 %
Total claims and expenses 3,266 3,474 -6.0 % 9,045 8,785 3.0 %
INCOME (LOSS) BEFORE TAXES 725 (401) NM 1,883 20 NM
Income tax expense (benefit) 47 (82) NM 169 (81) NM
NET INCOME (LOSS) $ 678 $ (319) NM $ 1,713 $ 101 NM
RATIOS: Point<br>Change Point<br>Change
Loss ratio 63.9 % 85.5 % (21.6) 62.6 % 71.7 % (9.1)
Commission and brokerage ratio 21.4 % 20.9 % 0.5 21.3 % 21.4 % (0.1)
Other underwriting expense ratio 6.1 % 5.5 % 0.6 6.3 % 5.7 % 0.6
Combined ratio 91.4 % 112.0 % (20.5) 90.1 % 98.8 % (8.6) At<br>September 30, At<br>December 31, Percentage<br>Increase/<br>(Decrease)
--- --- --- --- --- --- ---
(Dollars in millions, except per share amounts) 2023 2022
Balance sheet data:
Total investments and cash $ 34,635 $ 29,872 15.9 %
Total assets 46,318 39,966 15.9 %
Loss and loss adjustment expense reserves 23,833 22,065 8.0 %
Total debt 3,085 3,084 — %
Total liabilities 35,092 31,526 11.3 %
Shareholders' equity 11,226 8,441 33.0 %
Book value per share 258.71 215.54 20.0 %

(NM, not meaningful)

(Some amounts may not reconcile due to rounding.)

Revenues.

Premiums. Gross written premiums increased by 19.3% to $4.4 billion for the three months ended September 30, 2023, compared to $3.7 billion for the three months ended September 30, 2022, reflecting a $668 million, or 26.2%, increase in our reinsurance business and a $43 million, or 3.8%, increase in our insurance business. The increase in reinsurance premiums was primarily due to increases across all lines of business, particularly property pro rata business, casualty pro rata business and casualty excess of loss business. The increase in insurance premiums was due to a mix of growth in property and specialty lines, partially offset by lower written premiums in monoline workers' compensation and financial lines. Gross written premiums increased by 19.4% to $12.3 billion for the nine months ended September 30, 2023,

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compared to $10.3 billion for the nine months ended September 30, 2022, reflecting a $1.7 billion, or 24.3%, increase in our reinsurance business and a $316 million, or 9.4%, increase in our insurance business. The increase in reinsurance premiums was primarily due to increases across all line of business, particularly property pro rata business and casualty pro rata business. The increase in insurance premiums was due to property/short tail business, other specialty business and specialty casualty business.

Net written premiums increased by 16.4% to $3.9 billion for the three months ended September 30, 2023, compared to $3.3 billion for the three months ended September 30, 2022. Net written premiums increased by 18.7% to $10.9 billion for the nine months ended September 30, 2023, compared to $9.2 billion for the nine months ended September 30, 2022. These increases were consistent with the percentage changes in gross written premiums. Premiums earned generally reflect the portion of net premiums written that was recorded as revenues for the period as the exposure periods expire. Premiums earned increased by 14.6% to $3.5 billion for the three months ended September 30, 2023, compared to $3.1 billion for the three months ended September 30, 2022. Premiums earned increased by 12.4% to $9.9 billion for the nine months ended September 30, 2023, compared to $8.8 billion for the nine months ended September 30, 2022.

Other Income (Expense). We recorded other income of $103 million and other expense of $16 million for the three months ended September 30, 2023 and 2022, respectively. We recorded other income of $61 million and other expense of $71 million for the nine months ended September 30, 2023 and 2022, respectively. The changes were primarily the result of fluctuations in foreign currency exchange rates. We recognized foreign currency exchange income of $100 million and foreign currency expense of $9 million for the three months ended September 30, 2023 and 2022, respectively. We recognized foreign currency exchange income of $51 million and foreign currency expense of $70 million for the nine months ended September 30, 2023 and 2022, respectively.

Net Investment Income. Refer to Consolidated Investments Results Section below.

Net Gains (Losses) on Investments. Refer to Consolidated Investments Results Section below.

Claims and Expenses.

Incurred Losses and Loss Adjustment Expenses. The following tables present our incurred losses and LAE for the periods indicated.

Three Months Ended September 30,
(Dollars in millions) Current<br>Year Ratio %/ <br>Pt Change Prior<br>Years Ratio %/ <br>Pt Change Total<br>Incurred Ratio %/ <br>Pt Change
2023
Attritional $ 2,071 58.9 % $ — — % $ 2,071 58.9 %
Catastrophes 175 5.0 % — — % 175 5.0 %
Total $ 2,246 63.9 % $ — — % $ 2,246 63.9 %
2022
Attritional $ 1,783 58.1 % $ — — % $ 1,783 58.1 %
Catastrophes 840 27.4 % — — % 840 27.4 %
Total $ 2,623 85.5 % $ — — % $ 2,623 85.5 %
Variance 2023/2022
Attritional $ 288 0.8 pts $ — — pts $ 288 0.8 pts
Catastrophes (665) (22.4) pts — — pts (665) (22.4) pts
Total $ (377) (21.6) pts $ — — pts $ (377) (21.6) pts

(Some amounts may not reconcile due to rounding.)

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Nine Months Ended September 30,
(Dollars in millions) Current<br>Year Ratio %/ Pt Change Prior<br>Years Ratio %/ Pt Change Total<br>Incurred Ratio %/ Pt Change
2023
Attritional $ 5,855 59.4 % $ — — % $ 5,855 59.4 %
Catastrophes 317 3.2 % — — % 317 3.2 %
Total $ 6,173 62.6 % $ — — % $ 6,173 62.6 %
2022
Attritional $ 5,251 59.8 % $ (2) — % $ 5,249 59.8 %
Catastrophes 1,040 11.9 % — — % 1,040 11.9 %
Total $ 6,291 71.7 % $ (2) — % $ 6,289 71.7 %
Variance 2023/2022
Attritional $ 604 (0.5) pts $ 2 — pts 606 (0.5) pts
Catastrophes (723) (8.6) pts — — pts (723) (8.6) pts
Total $ (118) (9.1) pts $ 2 — pts $ (117) (9.1) pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE decreased by 14.4% to $2.2 billion for the three months ended September 30, 2023, compared to $2.6 billion for the three months ended September 30, 2022, primarily due to a decrease of $665 million in current year catastrophe losses, partially offset by an increase of $288 million in current year attritional losses. The increase in current year attritional losses was mainly due to the impact of the increase in underlying exposures due to increased premiums earned. The current year catastrophe losses of $175 million for the three months ended September 30, 2023 related primarily to Hurricane Idalia ($42 million), the 2023 Morocco earthquake ($40 million), the 2023 Hawaii wildfire ($35 million), the 2023 Italy convective storm ($28 million), the 2023 3rd quarter U.S. storms ($20 million) and the 2023 Hans windstorm ($10 million). The $840 million of current year catastrophe losses for the three months ended September 30, 2022 related primarily to Hurricane Ian ($700 million), the 2022 Western Europe hailstorms ($75 million), Hurricane Fiona ($25 million), Typhoon Nanmadol ($20 million) and the 2022 Western Europe convective storm ($20 million).

Incurred losses and LAE decreased by 1.9% to $6.2 billion for the nine months ended September 30, 2023, compared to $6.3 billion for the nine months ended September 30, 2022, primarily due to a decrease of $723 million in current year catastrophe losses, partially offset by an increase of $604 million in current year attritional losses. The increase in current year attritional losses was mainly due to the impact of the increase in underlying exposures due to increased premiums earned. The current year catastrophe losses of $317 million for the nine months ended September 30, 2023 related primarily to the 2023 Turkey earthquakes ($95 million) the 2023 New Zealand storms ($46 million), Hurricane Idalia ($42 million), the 2023 Morocco earthquake ($40 million), the 2023 Hawaii wildfire ($35 million), the 2023 Italy convective storm ($28 million), the 2023 3rd quarter U.S. storms ($20 million), Typhoon Mawar ($11 million) and the 2023 Hans windstorm ($10 million). The $1.0 billion of current year catastrophe losses for the nine months ended September 30, 2022 related primarily to Hurricane Ian ($700 million), the 2022 Australia floods ($85 million), the 2022 Western Europe hailstorms ($75 million), the 2022 South Africa flood ($45 million), the 2022 Western Europe convective storm ($30 million), Hurricane Fiona ($25 million), the 2022 European storms ($21 million), Typhoon Nanmadol ($20 million), the 2022 Canada derecho ($18 million), the 2022 2nd quarter U.S. storms ($12 million), and the 2022 March U.S. storms ($8 million).

Catastrophe losses and loss expenses typically have a material effect on our incurred losses and LAE results and can vary significantly from period to period. Losses from natural catastrophes contributed 5.0 percentage points to the combined ratio for the three months ended September 30, 2023, compared with 27.4 percentage points in the same period of 2022, and 3.2 percentage points to the combined ratio for the nine months ended September 30, 2023, compared with 11.9 percentage points in the corresponding period of 2022. The Company has up to $350 million of a CAT Bond that attaches at a $48.1 billion PCS Industry loss threshold. This recovery would be recognized on a pro-rata basis up to a $63.8 billion PCS Industry loss level. PCS’s current industry estimate of $48.4 billion exceeds the attachment point. The current recoverables under the CAT Bond, included in the Company’s financial results, are estimated to be $20 million, subject to further revision of the industry loss estimate. In addition to the recoverables under the CAT Bond, the Company has additional reinsurance agreements in place resulting in a total of $50 million current reinsurance recoverables related to Hurricane Ian.

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Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees increased by 17.2% to $752 million for the three months ended September 30, 2023, compared to $641 million for the three months ended September 30, 2022. Commission, brokerage, taxes and fees increased by 11.8% to $2.1 billion for the nine months ended September 30, 2023, compared to $1.9 billion for the nine months ended September 30, 2022. The increases were primarily due to the impact of the increase in premiums earned and changes in the mix of business.

Other Underwriting Expenses. Other underwriting expenses were $215 million and $169 million for the three months ended September 30, 2023 and 2022, respectively. Other underwriting expenses were $620 million and $500 million for the nine months ended September 30, 2023 and 2022, respectively. The increases in other underwriting expenses were mainly due to the impact of the increases in premiums earned as well as the continued build out of our insurance operations, including an expansion of the international insurance platform.

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $19 million and $16 million for the three months ended September 30, 2023 and 2022, respectively, and $55 million and $45 million for the nine months ended September 30, 2023 and 2022, respectively. The increase in Corporate expenses for both the three and nine month periods are primarily due to employee compensation-related expenses.

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $34 million and $25 million for the three months ended September 30, 2023 and 2022, respectively. Interest, fees and other bond amortization expense was $99 million and $74 million for the nine months ended September 30, 2023 and 2022, respectively. The increases were mainly due to higher interest costs on the FHLBNY borrowing as a result of the rising interest rate environment. Interest expense was also impacted by the movements in the floating interest rate related to the Company’s long-term Subordinated Notes Issued 2007, which is reset quarterly per the note agreement. The floating rate was 8.01% as of September 30, 2023.

Income Tax Expense (Benefit). We had income tax expense of $47 million and income tax benefit of $82 million for the three months ended September 30, 2023 and 2022, respectively. We had income tax expense of $169 million and income tax benefit of $81 million for the nine months ended September 30, 2023 and 2022, respectively. Income tax expense is primarily a function of the geographic location of the Company’s pre-tax income and the statutory tax rates in those jurisdictions. The effective tax rate (“ETR”) is primarily affected by tax-exempt investment income, foreign tax credits and dividends. Variations in the ETR generally result from changes in the relative levels of pre-tax income, including the impact of catastrophe losses and net capital gains (losses), among jurisdictions with different tax rates.

On August 16, 2022, the Inflation Reduction Act (“IRA”) was enacted. We have evaluated the tax provisions of the IRA, the most significant of which are the corporate alternative minimum tax and the share repurchase excise tax and do not expect the legislation to have a material impact on our results of operations. As the IRS issues additional guidance, we will evaluate any impact to our consolidated financial statements.

Net Income (Loss).

Our net income was $678 million and our net loss was $319 million for the three months ended September 30, 2023 and 2022, respectively. Our net income was $1.7 billion and $101 million for the nine months ended September 30, 2023 and 2022, respectively. These changes were primarily driven by the financial component fluctuations explained above.

Ratios.

Our combined ratio decreased by 20.5 points to 91.4% for the three months ended September 30, 2023, compared to 112.0% for the three months ended September 30, 2022 and decreased by 8.6 points to 90.1% for the nine months ended September 30, 2023, compared to 98.8% for the nine months ended September 30, 2022. The loss ratio component decreased by 21.6 points for the three months ended September 30, 2023 over the corresponding period last year primarily due to a decline of $665 million in current year catastrophe losses. The loss ratio component decreased by 9.1 points for the nine months ended September 30, 2022 over the corresponding period last year primarily due to a decline of $723 million in current year catastrophe losses and no losses from the war in the Ukraine. The commission and brokerage ratio components increased to 21.4% for the three months ended September 30, 2023 compared to 20.9% for the three months ended September 30, 2022 and decreased slightly to 21.3% for the nine months ended September 30, 2023 compared to 21.4% for the nine months ended September 30, 2022. These changes were mainly due to changes in the mix of business. The other underwriting expense ratios increased to 6.1% for the three months ended September 30, 2023 compared to 5.5% for the three months ended September 30, 2022 and increased to 6.3% for the nine months ended September 30, 2023 compared to 5.7% for the nine months ended September 30, 2022. These increases were mainly due to insurance operations costs associated with the continued build out of the insurance platform.

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Shareholders’ Equity.

Shareholders’ equity increased by $2.8 billion to $11.2 billion at September 30, 2023 from $8.4 billion at December 31, 2022, principally as a result of $1.4 billion from a public offering of shares and $1.7 billion of net income, partially offset by $212 million of shareholder dividends, $(159) million of unrealized depreciation on available for sale fixed maturity portfolio net of tax and $(17) million of net foreign currency translation adjustments.

Consolidated Investment Results

Net Investment Income.

Net investment income increased to $406 million for the three months ended September 30, 2023, compared with net investment income of $151 million for the three months ended September 30, 2022. The increase for the three months ended September 30, 2023 was primarily the result of an increase of $113 million of income from fixed maturity investments and an increase of $36 million from short-term investments due to the rising interest rate environment as well as an increase of $102 million in limited partnership income. Net investment income increased by 64.9% to $1.0 billion for the nine months ended September 30, 2023, compared with investment income of $620 million for the nine months ended September 30, 2022. The increase for the nine months ended September 30, 2023 was primarily the result of an increase of $319 million in income from fixed maturity investments and an increase of $80 million in income from short-term investments due to the rising interest rate environment, as well as an increase of $4 million in limited partnership income. Accordingly, until these asset values are monetized and the resultant income is distributed, they are subject to future increases or decreases in the asset value, and the results may be volatile.

The following table shows the components of net investment income for the periods indicated.

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
(Dollars in millions) 2023 2022 2023 2022
Fixed maturities $ 299 $ 186 $ 822 $ 503
Equity securities 1 6 3 15
Short-term investments and cash 41 5 92 12
Other invested assets
Limited partnerships 60 (42) 98 94
Other 15 11 42 37
Gross investment income before adjustments 416 167 1,056 661
Funds held interest income (expense) 5 — 7 4
Future policy benefit reserve income (expense) — — (1) —
Gross investment income 420 167 1,063 665
Investment expenses 14 15 41 45
Net investment income $ 406 $ 151 $ 1,023 $ 620

(Some amounts may not reconcile due to rounding.)

The following table shows a comparison of various investment yields for the periods indicated.

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2023 2022 2023 2022
Annualized pre-tax yield on average cash and invested assets 4.5 % 2.0 % 4.0 % 2.8 %
Annualized after-tax yield on average cash and invested assets 3.9 % 1.7 % 3.5 % 2.4 %
Annualized return on invested assets 4.2 % 0.3 % 3.9 % 0.5 %

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Net Gains (Losses) on Investments.

The following table presents the composition of our net gains (losses) on investments for the periods indicated.

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions) 2023 2022 Variance 2023 2022 Variance
Realized gains (losses) from dispositions:
Fixed maturity securities - available for sale
Gains $ 4 $ 5 $ (1) $ 21 $ 33 (12)
Losses (23) (58) 35 (42) (98) 56
Total (19) (53) 34 (21) (66) 45
Equity securities
Gains 2 60 (58) 8 67 (59)
Losses — (2) 2 — (53) 52
Total 1 58 (56) 8 15 (7)
Other Invested Assets
Gains — 7 (7) — 15 (15)
Losses — (1) 1 — (4) 4
Total — 6 (6) — 11 (11)
Short-Term Investments
Gains — 1 (1) 1 1 —
Losses — — — — — —
Total — 1 (1) — 1 (1)
Total net realized gains (losses) from dispositions
Gains 6 73 (67) 30 116 (86)
Losses (24) (62) 38 (42) (155) 113
Total (18) 12 (29) (12) (40) 27
Allowance for credit losses 2 (5) 7 (6) (18) 12
Gains (losses) from fair value adjustments
Equity securities (16) (136) 120 (3) (462) 458
Total (16) (136) 120 (3) (462) 458
Total net gains (losses) on investments $ (31) $ (129) $ 98 $ (21) $ (519) $ 498

(Some amounts may not reconcile due to rounding.)

Net gains (losses) on investments during the three months ended September 30, 2023 primarily related to net losses from fair value adjustments on equity securities in the amount of $16 million as a result of equity market deterioration and $18 million of net losses due to the disposition of investments, partially offset by $2 million of reduction in allowances for credit losses during the quarter.

Net gains (losses) on investments during the nine months ended September 30, 2023 primarily related to net losses from fair value adjustments on equity securities in the amount of $3 million as a result of equity market deterioration, $12 million of net losses due to the disposition of investments and an increase to the allowance for credit losses of $6 million.

Segment Results.

The Company manages its reinsurance and insurance operations as autonomous units, and key strategic decisions are based on the aggregate operating results and projections for these segments of business.

The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies. We write

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reinsurance business from entities chartered in the U.S., Bermuda, and Ireland, as well as through branches of those entities established in Canada, Singapore, the United Kingdom and Switzerland. The Insurance operation writes property and casualty insurance directly and through brokers, surplus lines brokers and general agents within the U.S., Bermuda, Canada, Europe, Singapore and South America through its offices in the U.S., Bermuda, Canada, Chile, Singapore, the United Kingdom, Ireland and branches located in the Netherlands, France, Germany and Spain.

These segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations. Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results.

Underwriting results include earned premium less LAE incurred, commission and brokerage expenses and other underwriting expenses. We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, result from dividing incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

The Company does not maintain separate balance sheet data for its operating segments. Accordingly, the Company does not review and evaluate the financial results of its operating segments based upon balance sheet data.

Our loss and LAE reserves are management’s best estimate of our ultimate liability for unpaid claims. We re-evaluate our estimates on an ongoing basis, including all prior period reserves, taking into consideration all available information, and in particular, recently reported loss claim experience and trends related to prior periods. Such re-evaluations are recorded in incurred losses in the period in which re-evaluation is made.

The following discusses the underwriting results for each of our segments for the periods indicated.

Reinsurance.

The following table presents the underwriting results and ratios for the Reinsurance segment for the periods indicated.

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions) 2023 2022 Variance % Change 2023 2022 Variance % Change
Gross written premiums $ 3,219 $ 2,551 $ 668 26.2 % $ 8,622 $ 6,938 $ 1,685 24.3 %
Net written premiums 3,008 2,460 548 22.3 % 8,101 6,664 1,437 21.6 %
Premiums earned $ 2,612 $ 2,245 $ 367 16.4 % $ 7,236 $ 6,451 $ 785 12.2 %
Incurred losses and LAE 1,665 1,992 (327) (16.4) % 4,477 4,699 (222) (4.7) %
Commission and brokerage 648 537 111 20.6 % 1,791 1,582 209 13.2 %
Other underwriting expenses 65 54 11 21.0 % 190 156 34 21.6 %
Underwriting gain (loss) $ 234 $ (338) $ 572 (169.3) % $ 778 $ 14 $ 765 NM
Point Chg Point Chg
Loss ratio 63.7 % 88.7 % (25.0) 61.9 % 72.8 % (10.9)
Commission and brokerage ratio 24.8 % 23.9 % 0.9 24.8 % 24.5 % 0.3
Other underwriting expense ratio 2.5 % 2.4 % 0.1 2.6 % 2.4 % 0.2
Combined ratio 91.0 % 115.0 % (24.0) 89.2 % 99.8 % (10.6)

(NM, Not Meaningful)

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by 26.2% to $3.2 billion for the three months ended September 30, 2023 from $2.6 billion for the three months ended September 30, 2022, due to increases across all lines of business, particularly property pro rata business, casualty pro rata business and casualty excess of loss business. Net written premiums increased by 22.3% to $3.0 billion for the three months ended September 30, 2023, compared to $2.5 billion for the three months ended September 30, 2022, which is consistent with the percentage change in gross written premiums. Premiums earned generally reflect the portion of net premiums written that was recorded as revenues for the period as the exposure periods expire. Premiums earned increased by 16.4% to $2.6 billion for the three months ended September 30, 2023, compared to $2.2 billion for the three months ended September 30, 2022.

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Gross written premiums increased by 24.3% to $8.6 billion for the nine months ended September 30, 2023 from $6.9 billion for the nine months ended September 30, 2022, due to increases across all lines of business, particularly property pro rata business and casualty pro rata business. Net written premiums increased by 21.6% to $8.1 billion for the nine months ended September 30, 2023 compared to $6.7 billion for the nine months ended September 30, 2022. The increase was consistent with the percentage increase in gross written premiums. Premiums earned generally reflect the portion of net premiums written that was recorded as revenues for the period as the exposure periods expire. Premiums earned increased by 12.2% to $7.2 billion for the nine months ended September 30, 2023, compared to $6.5 billion for the nine months ended September 30, 2022.

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Reinsurance segment for the periods indicated.

Three Months Ended September 30,
(Dollars in millions) Current<br>Year Ratio %/<br>Pt Change Prior<br>Years Ratio %/<br>Pt Change Total<br>Incurred Ratio %/<br>Pt Change
2023
Attritional $ 1,500 57.4 % $ — — % 1,500 57.4 %
Catastrophes 165 6.3 % — — % 165 6.3 %
Total Segment $ 1,665 63.7 % $ — — % $ 1,665 63.7 %
2022
Attritional $ 1,262 56.2 % $ — — % 1,262 56.2 %
Catastrophes 730 32.5 % — — % 730 32.5 %
Total Segment $ 1,992 88.7 % $ — — % $ 1,992 88.7 %
Variance 2023/2022
Attritional $ 238 1.2 pts $ — — pts $ 238 1.2 pts
Catastrophes (565) (26.2) pts — — pts (565) (26.2) pts
Total Segment $ (327) (25.0) pts $ — — pts $ (327) (25.0) pts
Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in millions) Current<br>Year Ratio %/<br>Pt Change Prior<br>Years Ratio %/<br>Pt Change Total<br>Incurred Ratio %/<br>Pt Change
2023
Attritional $ 4,171 57.6 % $ — — % 4,171 57.6 %
Catastrophes 305 4.2 % — — % 305 4.2 %
Total Segment $ 4,477 61.9 % $ — — % $ 4,477 61.9 %
2022
Attritional $ 3,781 58.6 % $ (2) — % 3,779 58.6 %
Catastrophes 920 14.3 % — — % 920 14.3 %
Total Segment $ 4,701 72.9 % $ (2) — % $ 4,699 72.8 %
Variance 2023/2022
Attritional $ 390 (1.0) pts $ 2 — pts $ 392 (0.9) pts
Catastrophes $ (615) (10.0) pts — — pts (615) (10.0) pts
Total Segment $ (225) (11.0) pts $ 2 — pts $ (222) (10.9) pts

(Some amounts may not reconcile due to rounding.)

Incurred losses decreased by 16.4% to $1.7 billion for the three months ended September 30, 2023, compared to $2.0 billion for the three months ended September 30, 2022. The decrease was primarily due to a decrease of $565 million in current year catastrophe losses, partially offset by an increase of $238 million in current year attritional losses. The increase in current year attritional losses was mainly related to the impact of the increase in premiums earned. The current year catastrophe losses of $165 million for the three months ended September 30, 2023 related primarily to Hurricane Idalia ($42 million), the 2023 Morocco earthquake ($40 million), the Hawaii wildfire ($30 million), the 2023 Italy convective storm ($28 million), the 3rd quarter 2023 U.S. storms ($15 million) and the 2023 Windstorm Hans ($10 million). The $730 million of current year catastrophe losses for the three months ended September 30, 2022 related

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primarily to Hurricane Ian ($600 million), the Western Europe hailstorms ($70 million), Typhoon Nanmadol ($20 million), Hurricane Fiona ($20 million) and the 2022 Western Europe convective storm ($20 million).

Incurred losses decreased by 4.7% to $4.5 billion for the nine months ended September 30, 2023, compared to $4.7 billion for the nine months ended September 30, 2022. The decrease was primarily due to a decrease of $615 million in current year catastrophe losses, partially offset by an increase of $390 million in current year attritional losses. The increase in current year attritional losses was mainly related to the impact of the increase in premiums earned. The current year catastrophe losses of $305 million for the nine months ended September 30, 2023 related primarily to the 2023 Turkey earthquakes ($95 million), the 2023 New Zealand storms ($44 million), Hurricane Idalia ($42 million), the 2023 Morocco earthquake ($40 million), the 2023 Hawaii wildfire ($30 million), the 2023 Italy convective storm ($28 million), the 2023 3rd quarter U.S. storms ($20 million), Typhoon Mawar ($11 million) and the 2023 Hans windstorm ($10 million). The $920 million of current year catastrophe losses for the nine months ended September 30, 2022 related primarily to Hurricane Ian ($600 million), the 2022 Australia floods ($85 million), the Western Europe hailstorms ($70 million), the 2022 South Africa flood ($45 million), the 2022 Western Europe convective storm ($30 million), the 2022 European storms ($21 million), Typhoon Nanmadol ($20 million), Hurricane Fiona ($20 million), the 2022 Canada derecho ($18 million), the 2022 2nd quarter U.S. storms ($7 million) and the 2022 March U.S. storms ($4 million).

Segment Expenses. Commission and brokerage expense increased by 20.6% to $648 million for the three months ended September 30, 2023, compared to $537 million for the three months ended September 30, 2022. Commission and brokerage expense increased by 13.2% to $1.8 billion for the nine months ended September 30, 2023, compared to $1.6 billion for the nine months ended September 30, 2022. The increases were mainly due to the impact of the increase in premiums earned and changes in the mix of business.

Segment other underwriting expenses increased to $65 million for the three months ended September 30, 2023 from $54 million for the three months ended September 30, 2022. Segment other underwriting expenses increased to $190 million for the nine months ended September 30, 2023 from $156 million for the nine months ended September 30, 2022. The increases were mainly due to the increase in written premium attributable to the planned expansion of the business.

Insurance.

The following table presents the underwriting results and ratios for the Insurance segment for the periods indicated.

Three Months Ended September 30, Nine Months Ended September 30,
(Dollars in millions) 2023 2022 Variance % Change 2023 2022 Variance % Change
Gross written premiums $ 1,172 $ 1,129 $ 43 3.8 % $ 3,692 $ 3,376 $ 316 9.4 %
Net written premiums 858 862 (4) (0.4) % 2,768 2,492 276 11.1 %
Premiums earned $ 901 $ 822 $ 79 9.6 % $ 2,629 $ 2,324 $ 305 13.1 %
Incurred losses and LAE 581 631 (50) (8.0) % 1,696 1,591 106 6.6 %
Commission and brokerage 104 104 (1) (0.5) % 307 295 13 4.3 %
Other underwriting expenses 150 115 35 30.1 % 430 344 86 25.0 %
Underwriting gain (loss) $ 66 $ (29) $ 95 NM $ 196 $ 95 $ 100 NM
Point Chg Point Chg
Loss ratio 64.4 % 76.8 % (12.4) 64.5 % 68.4 % (3.9)
Commission and brokerage ratio 11.5 % 12.7 % (1.2) 11.7 % 12.7 % (1.0)
Other underwriting expense ratio 16.7 % 14.0 % 2.7 16.3 % 14.8 % 1.5
Combined ratio 92.6 % 103.5 % (10.9) 92.6 % 95.9 % (3.3)

(NM not meaningful)

(Some amounts may not reconcile due to rounding.)

Premiums. Gross written premiums increased by 3.8% to $1.2 billion for the three months ended September 30, 2023 compared to $1.1 billion for the three months ended September 30, 2022. The increase in insurance premiums was primarily due to increases in property/short tail business and other specialty lines of business, partially offset by lower written premiums in monoline workers' compensation and financial lines. Net written premiums decreased by 0.4% to $0.9 billion for the three months ended September 30, 2023, compared to $862 million for the three months ended September 30, 2022. The lower percentage change in net written premiums compared to gross written premiums is due to lower net retention resulting from changes in the mix of business. Premiums earned increased by 9.6% to $901 million

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for the three months ended September 30, 2023, compared to $822 million for the three months ended September 30, 2022.

Gross written premiums increased by 9.4% to $3.7 billion for the nine months ended September 30, 2023, compared to $3.4 billion for the nine months ended September 30, 2022. The increase in insurance premiums was primarily due to increases in property/short tail business, other specialty lines of business and specialty casualty business. Net written premiums increased by 11.1% to $2.8 billion for the nine months ended September 30, 2023, compared to $2.5 billion for the nine months ended September 30, 2022. The higher percentage increase in net written premiums compared to gross written premiums was mainly due to higher net retention resulting from changes in the mix of business. Premiums earned increased by 13.1% to $2.6 billion for the nine months ended September 30, 2023, compared to $2.3 billion for the nine months ended September 30, 2022. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period, whereas written premiums are recorded at the initiation of the coverage period.

Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Insurance segment for the periods indicated.

Three Months Ended September 30,
(Dollars in millions) Current<br>Year Ratio %/<br>Pt Change Prior<br>Years Ratio %/<br>Pt Change Total<br>Incurred Ratio %/<br>Pt Change
2023
Attritional $ 571 63.3 % $ — — % 571 63.3 %
Catastrophes 10 1.1 % — — % 10 1.1 %
Total Segment $ 581 64.4 % $ — — % $ 581 64.4 %
2022
Attritional $ 521 63.4 % $ — — % 521 63.4 %
Catastrophes 110 13.4 % — — % 110 13.4 %
Total Segment $ 631 76.8 % $ — — % $ 631 76.8 %
Variance 2023/2022
Attritional $ 50 (0.1) pts $ — — pts $ 50 (0.1) pts
Catastrophes (100) (12.3) pts — — pts (100) (12.3) pts
Total Segment $ (50) (12.3) pts $ — — pts $ (50) (12.4) pts
Nine Months Ended September 30,
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Dollars in millions) Current<br>Year Ratio %/<br>Pt Change Prior<br>Years Ratio %/<br>Pt Change Total<br>Incurred Ratio %/<br>Pt Change
2023
Attritional $ 1,684 64.1 % $ — — % 1,684 64.1 %
Catastrophes 12 0.5 % — — % 12 0.5 %
Total Segment $ 1,696 64.5 % $ — — % $ 1,696 64.5 %
2022
Attritional $ 1,470 63.2 % $ 1 — % 1,471 63.3 %
Catastrophes 120 5.2 % — — % 120 5.2 %
Total Segment $ 1,590 68.4 % $ 1 — % $ 1,591 68.4 %
Variance 2023/2022
Attritional $ 214 0.8 pts $ (1) — pts 214 0.8 pts
Catastrophes (108) (4.7) pts — — pts (108) (4.7) pts
Total Segment $ 106 (3.9) pts $ (1) — pts $ 106 (3.9) pts

(Some amounts may not reconcile due to rounding.)

Incurred losses and LAE decreased by 8.0% to $581 million for the three months ended September 30, 2023, compared to $631 million for the three months ended September 30, 2022. The decrease was mainly due to a decrease of $100 million in current year catastrophe losses, partially offset by an increase of $50 million in current year attritional losses.

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The increase in current year attritional losses was primarily due to the impact of the increase in premiums earned and changes in mix of business. The $10 million of current year catastrophe losses for the three months ended September 30, 2023 related to the 2023 3rd quarter U.S. storms ($5 million) and the 2023 Hawaii wildfire ($5 million). The $110 million of current year catastrophe losses for the three months ended September 30, 2022 related to Hurricane Ian ($100 million), Hurricane Fiona ($5 million) and the Western Europe hailstorms ($5 million).

Incurred losses and LAE increased by 6.6% to $1.7 billion for the nine months ended September 30, 2023, compared to $1.6 billion for the nine months ended September 30, 2022. The increase was mainly due to an increase of $214 million in current year attritional losses, partially offset by a decrease in current year catastrophe losses of $108 million. The increase in current year attritional losses was primarily due to the impact of the increase in premiums earned and changes in mix of business and to a one-time premium adjustment, which reduced net premiums written and net premiums earned by approximately $6 million. The current year catastrophe losses of $12 million for the nine months ended September 30, 2023 related to the 2023 3rd quarter U.S. storms ($5 million), the 2023 Hawaii wildfire ($5 million) and the 2023 New Zealand storms ($2 million). The $120 million of current year catastrophe losses for the nine months ended September 30, 2022 related to Hurricane Ian ($100 million), Hurricane Fiona ($5 million), the Western Europe hailstorms ($5 million), the 2022 March U.S. storms ($5 million) and the 2022 2nd quarter U.S. storms ($5 million).

Segment Expenses. Commission and brokerage expenses remained flat at $104 million for both the three months ended September 30, 2023 and the three months ended September 30, 2022. Commission and brokerage expenses increased by 4.3% to $307 million for the nine months ended September 30, 2023, compared to $295 million for the nine months ended September 30, 2022. The nine month increase was mainly due to the impact of the increase in premiums earned and increased expenses related to the continued build out of the insurance business, including an expansion of the international insurance platform.

Segment other underwriting expenses increased to $150 million for the three months ended September 30, 2023, compared to $115 million for the three months ended September 30, 2022. Segment other underwriting expenses increased to $430 million for the nine months ended September 30, 2023, compared to $344 million for the nine months ended September 30, 2022. These increases were mainly due to the impact of the increase in premiums earned and increased expenses related to the continued build out of the insurance business, including an expansion of the international insurance platform.

FINANCIAL CONDITION

Investments. Total investments were $32.9 billion at September 30, 2023, an increase of $4.4 billion compared to $28.5 billion at December 31, 2022. The rise in investments was primarily related to an increase in fixed maturities - available for sale due to an overall net purchase of $3.2 billion of fixed maturities - available for sale during the three quarters of 2023.

The Company’s limited partnership investments are comprised of limited partnerships that invest in private equity, private credit and private real estate. Generally, the limited partnerships are reported on a month or quarter lag. We receive annual audited financial statements for all the limited partnerships, which are prepared using fair value accounting in accordance with FASB guidance. For the quarterly reports, the Company reviews the financial reports for any unusual changes in carrying value. If the Company becomes aware of a significant decline in value during the lag reporting period, the loss will be recorded in the period in which the Company identifies the decline.

The table below summarizes the composition and characteristics of our investment portfolio for the periods indicated.

At<br>September 30, 2023 At<br>December 31, 2022
Fixed income portfolio duration (years) 2.7 3.1
Fixed income composite credit quality AA- A+

Reinsurance Recoverables.

Reinsurance recoverables for both paid and unpaid losses totaled $2.4 billion and $2.2 billion at September 30, 2023 and December 31, 2022, respectively. At September 30, 2023, $461 million, or 19.1%, was receivable from Mt. Logan Re collateralized segregated accounts; $251 million, or 10.4%, was receivable from Munich Reinsurance America, Inc. and $171 million, or 7.1% was receivable from Endurance Specialty Holdings, Ltd. No other retrocessionaire accounted for more than 5% of our recoverables.

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Loss and LAE Reserves. Gross loss and LAE reserves totaled $23.8 billion and $22.1 billion at September 30, 2023 and December 31, 2022, respectively.

The following tables summarize gross outstanding loss and LAE reserves by segment, classified by case reserves and IBNR reserves, for the periods indicated.

At September 30, 2023
(Dollars in millions) Case<br>Reserves IBNR<br>Reserves Total<br>Reserves % of<br>Total
Reinsurance $ 6,147 $ 10,961 $ 17,107 71.8 %
Insurance 1,989 4,481 6,470 27.1 %
Total excluding A&E 8,136 15,442 23,578 98.9 %
A&E 143 112 255 1.1 %
Total including A&E $ 8,279 $ 15,554 $ 23,833 100.0 %

(Some amounts may not reconcile due to rounding.)

At December 31, 2022
(Dollars in millions) Case<br>Reserves IBNR<br>Reserves Total<br>Reserves % of<br>Total
Reinsurance $ 6,045 $ 9,818 $ 15,862 71.9 %
Insurance 1,863 4,062 5,925 26.9 %
Total excluding A&E 7,908 13,880 21,787 98.7 %
A&E 138 140 278 1.3 %
Total including A&E $ 8,046 $ 14,019 $ 22,065 100.0 %

(Some amounts may not reconcile due to rounding.)

Changes in premiums earned and business mix, reserve re-estimations, catastrophe losses and changes in catastrophe loss reserves and claim settlement activity all impact loss and LAE reserves by segment and in total.

Our carried loss and LAE reserves represent management’s best estimate of our ultimate liability for unpaid claims. We continuously re-evaluate our reserves, including re-estimates of prior period reserves, taking into consideration all available information and, in particular, newly reported loss and claim experience. Changes in reserves resulting from such re-evaluations are reflected in incurred losses in the period when the re-evaluation is made. Our analytical methods and processes operate at multiple levels, including individual contracts, groupings of like contracts, classes and lines of business, internal business units, segments, accident years, legal entities, and in the aggregate. In order to set appropriate reserves, we make qualitative and quantitative analyses and judgments at these various levels. We utilize actuarial science, business expertise and management judgment in a manner intended to ensure the accuracy and consistency of our reserving practices. Management’s best estimate is developed through collaboration with actuarial, underwriting, claims, legal and finance departments and culminates with the input of reserve committees. Each segment reserve committee includes the participation of the relevant parties from actuarial, finance, claims and segment senior management and has the responsibility for recommending and approving management’s best estimate. Reserves are further reviewed by Everest’s Chief Reserving Actuary and senior management. The objective of this process is to determine a single best estimate viewed by management to be the best estimate of its ultimate loss liability. Nevertheless, our reserves are estimates and are subject to variation, which may be significant.

There can be no assurance that reserves for, and losses from, claim obligations will not increase in the future, possibly by a material amount. However, we believe that our existing reserves and reserving methodologies lessen the probability that any such increase would have a material adverse effect on our financial condition, results of operations or cash flows.

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Asbestos and Environmental Exposures. Asbestos and Environmental (“A&E”) exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The following table summarizes the outstanding loss reserves with respect to A&E reserves on both a gross and net of retrocessions basis for the periods indicated.

At<br>September 30, At<br>December 31,
(Dollars in millions) 2023 2022
Gross reserves $ 255 $ 278
Ceded reserves (15) (21)
Net reserves $ 240 $ 257

(Some amounts may not reconcile due to rounding.)

With respect to asbestos only, at September 30, 2023, we had net asbestos loss reserves of $218 million, or 90.7%, of total net A&E reserves, all of which was for assumed business.

Ultimate loss projections for A&E liabilities cannot be accomplished using standard actuarial techniques. We believe that our A&E reserves represent management’s best estimate of the ultimate liability; however, there can be no assurance that ultimate loss payments will not exceed such reserves, perhaps by a significant amount.

Industry analysts use the “survival ratio” to compare the A&E reserves among companies with such liabilities. The survival ratio is typically calculated by dividing a company’s current net reserves by the three-year average of annual paid losses. Hence, the survival ratio equals the number of years that it would take to exhaust the current reserves if future loss payments were to continue at historical levels. Using this measurement, our net three-year asbestos survival ratio was 6.8 years at September 30, 2023. These metrics can be skewed by individual large settlements occurring in the prior three years and therefore may not be indicative of the timing of future payments.

LIQUIDITY AND CAPITAL RESOURCES

Capital. Shareholders’ equity at September 30, 2023 and December 31, 2022 was $11.2 billion and $8.4 billion, respectively. Management’s objective in managing capital is to ensure its overall capital level, as well as the capital levels of its operating subsidiaries, exceed the amounts required by regulators, the amount needed to support our current financial strength ratings from rating agencies and our own economic capital models. The Company’s capital has historically exceeded these benchmark levels.

Our two main operating companies, Bermuda Re and Everest Re, are regulated by the Bermuda Monetary Authority and the State of Delaware’s Department of Insurance, respectively. Both regulatory bodies have their own capital adequacy models based on statutory capital as opposed to GAAP basis equity. Failure to meet the required statutory capital levels could result in various regulatory restrictions, including business activity and the payment of dividends to their parent companies.

The regulatory targeted capital and the actual statutory capital for Bermuda Re and Everest Re were as follows:

Bermuda Re (1) Everest Re (2)
At December 31, At December 31,
(Dollars in millions) 2022 2021 2022 2021
Regulatory targeted capital $ 2,217 $ 2,169 $ 3,353 $ 2,960
Actual capital $ 2,759 $ 3,184 $ 5,553 $ 5,717

(1)Regulatory targeted capital represents the target capital level from the applicable year's BSCR calculation.

(2)Regulatory targeted capital represents 200% of the RBC authorized control level calculation for the applicable year.

Our financial strength ratings as determined by A.M. Best, Standard & Poor’s and Moody’s are important as they provide our customers and investors with an independent assessment of our financial strength using a rating scale that provides for relative comparisons. We continue to possess significant financial flexibility and access to debt and equity markets as a result of our financial strength, as evidenced by the financial strength ratings as assigned by independent rating agencies.

We maintain our own economic capital models to monitor and project our overall capital, as well as the capital at our operating subsidiaries. A key input to the economic models is projected income, and this input is continually compared to actual results, which may require a change in the capital strategy.

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During the first three quarters of 2023, we conducted no repurchases of our shares in the open market. We paid $212 million in dividends to adjust our capital position and enhance long-term expected returns to our shareholders. In 2022, we repurchased 241,273 shares for $61 million in the open market and paid $255 million in dividends. We may at times enter into a Rule 10b5-1 repurchase plan agreement to facilitate the repurchase of shares or conduct such repurchases under an arrangement that complies with the requirements of Rule 10b-18. On May 22, 2020, our existing Board authorization to purchase up to 30 million of our shares was amended to authorize the purchase of up to 32 million shares. As of September 30, 2023, we had repurchased 30.8 million shares under this authorization.

We may continue, from time to time, to seek to retire portions of our outstanding debt securities through cash repurchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be subject to and depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.

On May 19, 2023, the Company completed the public offering of 4,140,000 common shares, which includes full exercise of the underwriters’ option to purchase an additional 540,000 common shares, at a public offering price of $360.00 per share. Total net proceeds from the public offering were $1,445 million, after underwriting discount and expenses. The Company intends to use the net proceeds from this offering for long-term reinsurance opportunity and continuing build out of the global insurance business.

Liquidity. Our liquidity requirements are generally met from positive cash flow from operations. Positive cash flow results from reinsurance and insurance premiums being collected prior to disbursements for claims, which disbursements generally take place over an extended period after the collection of premiums, sometimes a period of many years. Collected premiums are generally invested, prior to their use in such disbursements, and investment income provides additional funding for loss payments. Our net cash flows from operating activities were $3.5 billion and $2.7 billion for the nine months ended September 30, 2023 and 2022, respectively. Additionally, these cash flows reflected net catastrophe loss payments of $651 million and $534 million for the nine months ended September 30, 2023 and 2022, respectively, and net tax payments of $185 million and $167 million for the nine months ended September 30, 2023 and 2022, respectively.

If disbursements for losses and LAE, policy acquisition costs and other operating expenses were to exceed premium inflows, cash flow from reinsurance and insurance operations would be negative. The effect on cash flow from insurance operations would be partially offset by cash flow from investment income. Additionally, cash inflows from investment maturities of both short-term investments and longer term maturities are available to supplement other operating cash flows. We do not expect to supplement negative insurance operations cash flows with investment dispositions.

As the timing of payments for losses and LAE cannot be predicted with certainty, we maintain portfolios of long-term invested assets with varying maturities, along with short-term investments that provide additional liquidity for payment of claims. At September 30, 2023 and December 31, 2022, we held cash and short-term investments of $4.2 billion and $2.4 billion, respectively. Our short-term investments are generally readily marketable and can be converted to cash. In addition to these cash and short-term investments, at September 30, 2023, we had $1.6 billion of available for sale fixed maturity securities maturing within one year or less, $8.0 billion maturing within one to five years and $5.7 billion maturing after five years. We believe that these fixed maturity securities, in conjunction with the short-term investments and positive cash flow from operations, provide ample sources of liquidity for the expected payment of losses and LAE in the near future. We do not anticipate selling a significant amount of securities to pay losses and LAE. At September 30, 2023, we had $2.1 billion of net pre-tax unrealized depreciation related to fixed maturity - available for sale securities, comprised of $2.1 billion of pre-tax unrealized depreciation and $57 million of pre-tax unrealized appreciation.

Management generally expects annual positive cash flow from operations, which reflects the strength of overall pricing. However, given catastrophic events observed in recent periods, cash flow from operations may decline and could become negative in the near term as significant claim payments are made related to the catastrophes. However, as indicated above, the Company has ample liquidity to settle its catastrophe claims and/or any payments due for its catastrophe bond program.

In addition to our cash flows from operations and liquid investments, we also have multiple active credit facilities that provide commitments of up to $1.7 billion of collateralized standby letters of credit to support business written by our Bermuda operating subsidiaries. In addition, the Company has the ability to request access to an additional $240 million of uncommitted credit facilities, which would require approval from the applicable lender. There is no guarantee the uncommitted capacity will be available to us on a future date. See Note 7 – Credit Facilities for further details.

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Market Sensitive Instruments.

The Securities and Exchange Commission’s (“SEC”) Financial Reporting Release #48 requires registrants to clarify and expand upon the existing financial statement disclosure requirements for derivative financial instruments, derivative commodity instruments and other financial instruments (collectively, “market sensitive instruments”). We do not generally enter into market sensitive instruments for trading purposes.

Our current investment strategy seeks to maximize after-tax income through a high quality, diversified, fixed maturity portfolio, while maintaining an adequate level of liquidity. Our mix of investments is adjusted periodically, consistent with our current and projected operating results and market conditions. The fixed maturity securities in the investment portfolio are comprised of non-trading securities. Additionally, we have invested in equity securities.

The overall investment strategy considers the scope of present and anticipated Company operations. In particular, estimates of the financial impact resulting from non-investment asset and liability transactions, together with our capital structure and other factors, are used to develop a net liability analysis. This analysis includes estimated payout characteristics for which our investments provide liquidity. This analysis is considered in the development of specific investment strategies for asset allocation, duration and credit quality. The change in overall market sensitive risk exposure principally reflects the asset changes that took place during the period.

Interest Rate Risk. Our $34.6 billion investment portfolio at September 30, 2023 is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations and some foreign exchange rate risk. The overall economic impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity securities portfolio, including short-term investments, from a change in market interest rates. In a declining interest rate environment, interest rate risk includes prepayment risk on the $4.5 billion of mortgage-backed securities in the $25.9 billion fixed maturity portfolio. Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.

The table below displays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $2.4 billion of short-term investments) for the period indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates. For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually. To generate appropriate price estimates on mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account. For legal entities with a non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under the various interest rate change scenarios.

Impact of Interest Rate Shift in Basis Points<br>At September 30, 2023
-200 -100 0 100 200
(Dollars in millions)
Total Fair Value $ 29,999 $ 29,175 $ 28,350 $ 27,526 $ 26,702
Fair Value Change from Base (%) 5.8 % 2.9 % — % (2.9) % (5.8) %
Change in Unrealized Appreciation
After-tax from Base ($) $ 1,431 $ 715 $ — $ (715) $ (1,431)

We had $23.8 billion and $22.1 billion of gross reserves for losses and LAE as of September 30, 2023 and December 31, 2022, respectively. These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money. Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value. As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases. These movements are the opposite of the interest rate impacts on the fair value of investments. While the difference between present value and nominal value is not reflected in our financial statements, our financial results will include investment income over time from the investment portfolio until the claims are paid. Our loss and loss reserve obligations have an expected duration of approximately 3.7 years, which is reasonably consistent with our fixed income portfolio. If we were to discount our loss and LAE reserves, net of ceded reserves, the discount would be approximately $4.2 billion resulting in a discounted reserve balance of

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approximately $17.4 billion, representing approximately 61.4% of the value of the fixed maturity investment portfolio funds.

Equity Risk. Equity risk is the potential change in fair value of the common stock, preferred stock and mutual fund portfolios arising from changing prices. Our equity investments consist of a diversified portfolio of individual securities and mutual funds, which invest principally in high quality common and preferred stocks that are traded on the major exchanges, and mutual fund investments in emerging market debt. The primary objective of the equity portfolio is to obtain greater total return relative to our core bonds over time through market appreciation and income.

The table below displays the impact on fair value and after-tax change in fair value of a 10% and 20% change in equity prices up and down for the period indicated.

Impact of Percentage Change in Equity Fair Values<br>At September 30, 2023
(Dollars in millions) -20% -10% 0% 10% 20%
Fair Value of the Equity Portfolio $ 133 $ 150 $ 166 $ 183 $ 199
After-tax Change in Fair Value $ (28) $ (14) $ — $ 14 $ 28

Foreign Currency Risk. Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates. Each of our non-U.S./Bermuda operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines. Each non-U.S. operation may conduct business in its local currency, as well as the currency of other countries in which it operates. The primary foreign currency exposures for these non-U.S. operations are the Canadian Dollar, the Singapore Dollar, the British Pound Sterling and the Euro. We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities. In accordance with FASB guidance, the impact on the fair value of available for sale fixed maturities due to changes in foreign currency exchange rates, in relation to functional currency, is reflected as part of other comprehensive income. Conversely, the impact of changes in foreign currency exchange rates, in relation to functional currency, on other assets and liabilities is reflected through net income as a component of other income (expense). In addition, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar. This translation amount is reported as a component of other comprehensive income.

Safe Harbor Disclosure.

This report contains forward-looking statements within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”. Forward-looking statements contained in this report include:

•the effects of catastrophic and pandemic events on our financial statements;

•estimates of our catastrophe exposure;

•information regarding our reserves for losses and LAE;

•our failure to accurately assess underwriting risk;

•decreases in pricing for property and casualty reinsurance and insurance;

•our ability to maintain our financial strength ratings;

•the failure of our insured, intermediaries and reinsurers to satisfy their obligations;

•our inability or failure to purchase reinsurance;

•consolidation of competitors, customers and insurance and reinsurance brokers;

•the effect on our business of the highly competitive nature of our industry, including the effect of new entrants to, competing products for and consolidation in the (re)insurance industry;

•our ability to retain our key executive officers and to attract or retain the executives and employees necessary to manage our business;

•the performance of our investment portfolio;

•our ability to determine any impairments taken on our investments;

•foreign currency exchange rate fluctuations;

•the effect of cybersecurity risks, including technology breaches or failure, on our business;

•the CARES Act;

•the impact of the Tax Cut and Jobs Act;

•the adequacy of capital in relation to regulatory required capital; and

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•the ability of Everest Re, Holdings, Everest Underwriting Group (Ireland) Limited, Everest Dublin Insurance Holdings Limited (Ireland), Bermuda Re and Everest International Reinsurance, Ltd. to pay dividends.

Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ materially from our expectations. Important factors that could cause our actual events or results to be materially different from our expectations include those discussed under the caption ITEM 1A, “Risk Factors” in the Company’s most recent 10-K filing. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments. See “Liquidity and Capital Resources - Market Sensitive Instruments” in PART I – ITEM 2.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and LAE.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

ITEM 1A. RISK FACTORS

The following supplements the risk factors that could have a material impact on our results of operations or financial condition as described under "Risk Factors" in Item 1A of Part I of our 2022 Form 10-K.

If international tax laws change, our net income may be impacted.

The Organization for Economic Co-operation and Development (“OECD”) and its member countries which includes the U.S., have been focusing for an extended period on issues related to the taxation of multinational corporations, such as the comprehensive plan set forth by the OECD to create an agreed set of international tax rules for preventing base erosion and profit shifting. Recently they agreed upon a broad framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules and a 15% global minimum corporate income tax rate. These proposals, if implemented, could have an impact on our net income and effective tax rate. Group and/or various Group companies may be subject to additional income taxes, which would reduce our net income.

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To date, the Government of Bermuda has issued two Public Consultation Papers (“PCP”) regarding its intent to implement a corporate income tax (“CIT”), consistent with OECD global minimum tax rules. The proposal amongst other items would assess a 15% CIT applicable to Bermuda businesses that are part of Multinational Enterprise Groups with annual revenue of €750M or more. The Bermuda Government's current intention, as evidenced in the released PCPs, is to enact the CIT rules in the fourth quarter of 2023 which would be effective beginning in 2025. We have evaluated their proposal and are preparing for its intended effective date, including analyzing the tax accounting implications to be recorded as soon as December 31, 2023. As further guidance is published, we will continue to monitor the impact on the Company and will react accordingly.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities.

Issuer Purchases of Equity Securities
(a) (b) (c) (d)
Period Total Number of<br><br>Shares (or Units)<br><br>Purchased (2) Average Price Paid<br>per Share (or Unit) Total Number of<br>Shares (or Units)<br>Purchased as Part<br>of Publicly<br>Announced Plans or<br>Programs Maximum Number (or<br><br>Approximate Dollar<br><br>Value) of Shares (or<br><br>Units) that May Yet<br><br>Be Purchased Under<br><br>the Plans or<br><br>Programs (1)
July 1 - 31, 2023 69 $ 349.72 — 1,228,908
August 1 - 31, 2023 — $ — — 1,228,908
September 1 - 30, 2023 6,934 $ 377.3661 — 1,228,908
Total 7,003 $ — — 1,228,908

(1)On May 22, 2020, the Company’s executive committee of the Board of Directors approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to a current aggregate of 32.0 million of the Company’s shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both. Currently, the Company and/or its subsidiary Holdings have repurchased 30.8 million of the Company’s shares.

(2)Shares that have not been repurchased through a publicly announced plan or program consist of shares repurchased by the Company from employees in order to satisfy tax withholding obligations on vestings and/or settlements of share-based compensation awards.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit Index

Exhibit No. Description
10.3 Standby Letter of Credit, dated August 18, 2023 between Everest Reinsurance (Bermuda), Ltd. and Lloyd’s Bank Corporate Markets Plc providing up to $250.0 million of unsecured letters of credit, filed herewith
31.1 Section 302 Certification of Juan C. Andrade
31.2 Section 302 Certification of Mark Kociancic
32.1 Section 906 Certification of Juan C. Andrade and Mark Kociancic
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Labels Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Everest Group, Ltd.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Everest Group, Ltd.
(Registrant)
/S/ MARK KOCIANCIC
Mark Kociancic
Executive Vice President and<br><br>Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

Dated: November 1, 2023

48

Document

EXHIBIT 10.3

Certain information in the marked exhibit below has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Omissions are designated as “[*****].”

Standby Letter of Credit Agreement

(Committed/Unsecured)

STANDBY LETTER OF CREDIT AGREEMENT (this “Agreement”), dated as of August 18, 2023, by and between Everest Reinsurance (Bermuda), Ltd., an exempted company incorporated and existing under the laws of Bermuda and registered as a Class 4 and Class C insurer pursuant to the Bermuda Insurance Act (as defined below) (the “Account Party”), and LLOYDS BANK CORPORATE MARKETS PLC (“Bank”).

1.Defined Terms.

a.Definitions. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set forth below (such meanings to be equally applicable to the singular and plural forms thereof):

“A.M. Best” means A.M. Best Company, Inc.

“Annual Statement” means, with respect to the Account Party for any fiscal year, the annual financial statements of the Account Party as required to be filed with the Insurance Regulatory Authority of its jurisdiction of domicile and in accordance with the laws of such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Account Party from time to time concerning or relating to bribery or corruption, including, to the extent applicable, the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, rules and regulations applicable to the Account Party from time to time concerning or relating to terrorism financing or money laundering, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Application” has the meaning set forth in Section 2(a).

“Auto-Extension Letter of Credit” has the meaning given to such term in Section 2(g).

“Bankruptcy Law” means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended, modified, succeeded or replaced from time to time, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or any state thereof, Bermuda or any other foreign or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Bermuda Insurance Act” means the Insurance Act 1978 of Bermuda and its related rules and regulations, each as amended.

“Business Day” means any day (other than a Saturday, Sunday or legal holiday) on which banks in Hamilton, Bermuda, New York City, New York and London, England are open for the conduct of their commercial banking business.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing.

“Change in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. federal or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than Everest Group, Ltd. and any of its direct or indirect Subsidiaries, of Capital Stock representing 25% or more of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Account Party; or (b) the acquisition of direct or indirect Control of the Account Party by any Person or group, other than Everest Group, Ltd. and any of its direct or indirect Subsidiaries. Notwithstanding the foregoing, no sale, assignment or transfer of the assets of, or merger, amalgamation or consolidation with respect to, Guarantor shall be a Change in Control hereunder unless a Rating Trigger or an Event of Default under Section 10(f) shall occur as a result thereof.

“Closing Date” means the first date on which all the conditions precedent set forth in Section 4(a) are satisfied or waived by Bank.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder.

“Commitment” means the obligation of Bank to Issue Letters of Credit for the account of the Account Party hereunder in an aggregate principal amount at any time outstanding not to exceed $250,000,000, as such amount may be adjusted from time to time pursuant to the terms hereof.

[*****] “Commitment Termination Date” means the earliest to occur of (a) subject to any extension agreed pursuant to Section 2(j), the date that is two years after the Closing Date, (b) the date of termination of the entire Commitment by the Account Party pursuant to Section 2(h), and (c) the date of termination of the Commitment pursuant to Section 11(a).

[*****] [*****] “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have the meanings correlative thereto.

[*****] “Credit Documents” means, collectively, this Agreement, the Letter of Credit Documents, and the Guaranty Agreement.

“Credit Parties” means, collectively, the Account Party and the Guarantor (each a “Credit Party”).

“Default” means any of the events specified in Section 10 which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default.

“Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (iii) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (A) debt securities or (B) any Capital Stock referred to in clause (i) or (ii) above, in each case under clause (i), (ii) or (iii) above at any time on or prior to the Final Maturity Date; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock.

“Dollars” or “$” means dollars of the United States of America.

“Draw Date” has the meaning specified in Section 2(b)(i).

“Due Date” has the meaning specified in Section 2(b)(i).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Account Party, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived with respect to any Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Account Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Account Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Account Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Account Party or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Account Party or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from, the Account Party, or any of its ERISA Affiliates of any notice, concerning the imposition upon the Account Party, or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.

“Event of Default” has the meaning specified in Section 10.

“Exchange Act” means the Securities Exchange Act of 1934.

[*****] [*****] [*****] “FATCA” means (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of (a) above, or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the IRS, the United States government or any governmental or taxation authority in the United States.

“Final Expiry Date” means the date when the Final Maturity Date has occurred, all Letters of Credit have expired or terminated and all Obligations owing hereunder and in the other Credit Documents have been paid in full.

“Final Maturity Date” means the date that is one year following the Commitment Termination Date (as it may be extended pursuant to and in accordance with Section 2(j)); provided, however, that if such date is not a Business Day, the Final Maturity Date shall be the next preceding Business Day.

“Financial Strength Rating” means, as to any Person, the rating that has been most recently announced by A.M. Best as the “financial strength rating” of such Person.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantor” means Everest Group, Ltd., a Bermuda company.

“Guaranty Agreement” means the guaranty agreement, dated as of the date hereof, made by the Guarantor in favor of the Bank, as amended, restated, modified or supplemented from time to time.

“Hedge Agreement” means any interest or foreign currency rate swap, cap, collar, option, hedge, forward rate or other similar agreement or arrangement designed to protect against fluctuations in interest rates or currency exchange rates, including any swap agreement (as defined in 11 U.S.C. § 101).

“Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include Bank or any affiliate of Bank).

“Indebtedness” means, with respect to any Person (without duplication), (i) all indebtedness of such Person for borrowed money or in respect of loans or advances, (ii) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments, (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit and bankers’

acceptances (in each case, whether or not drawn or matured and in the stated amount thereof), (iv) all obligations of such Person to pay the deferred purchase price of property or services, (v) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (vi) all obligations of such Person as lessee under leases that are or are required to be, in accordance with GAAP, recorded as capital or finance leases, to the extent such obligations are required to be so recorded, (vii) all obligations and liabilities of such Person incurred in connection with any transaction or series of transactions providing for the financing of assets through one or more securitizations or in connection with, or pursuant to, any synthetic lease or similar off-balance sheet financing, (viii) all Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any (for purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the board of directors or other governing body of the issuer of such Disqualified Capital Stock), (ix) the Hedge Termination Value of such Person under any Hedge Agreements, calculated as of any date as if such agreement or arrangement were terminated as of such date, (x) all contingent obligations of such Person in respect of Indebtedness of other Persons and (xi) all indebtedness referred to in clauses (i) through (x) above secured by any Lien on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is nonrecourse to the credit of such Person.

“Instructions” has the meaning set forth in Section 2(a).

“Insurance Regulatory Authority” means, with respect to the Account Party or any Insurance Subsidiary, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies, in its jurisdiction of domicile and, to the extent that it has regulatory authority over the Account Party, in each other jurisdiction in which the Account Party conducts business or is licensed to conduct business.

[*****] “Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1), et seq.).

“IRS” means the United States Internal Revenue Service.

“Issue” means, with respect to any Letter of Credit, to issue, to amend or to extend the expiry of, or to renew or increase the stated amount of, such Letter of Credit. The terms “Issued”, “Issuing” and “Issuance” have corresponding meanings.

“Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any Applications, agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit.

[*****] “Letters of Credit” means the collective reference to any standby letters of credit Issued pursuant to Section 2 and shall include each Existing Letter of Credit.

“Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), preference, priority, charge or other encumbrance of any nature, whether voluntary or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, capital lease or any other lease or arrangement having substantially the same effect as any of the foregoing.

“Material Adverse Effect” means a material adverse effect upon (i) the financial condition, operations, business, properties or assets of the Account Party, (ii) the ability of the Credit Parties, taken as a whole, to perform any of their payment or other material obligations under any of the Credit Documents or (iii) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of Bank hereunder and thereunder.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

[*****] “Notice of Non-Extension” has the meaning given to such term in Section 2(g).

“Obligations” means all obligations and liabilities (including any interest and fees accruing after the filing of a petition or commencement of a case by or with respect to the Account Party seeking relief under any applicable Bankruptcy Laws, whether or not the claim for such interest or fees is allowed in such proceeding), including without limitation, reimbursement and other payment obligations and liabilities, of the Account Party to Bank arising under, or in connection with, the applicable Credit Document, including, without limitation, Section 5 below, any Application or any Letter of Credit, in each case whether matured or unmatured, absolute or contingent, now existing or hereafter incurred.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

[*****] “Other Taxes” has the meaning specified in Section 2(c).

“Outstanding Letters of Credit” means, as of any date, the sum of (a) the Stated Amount of all outstanding Letters of Credit at such time and, without duplication, (b) all reimbursement obligations in respect of Letters of Credit at such time.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Payment Date” has the meaning specified in Section 2(b)(i).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Plan Asset Rules” means the regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“Plan” means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect of which any Credit Party or any ERISA Affiliate thereof is (or if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest last quoted by the Wall Street Journal as the "Prime Rate" in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System of the United States in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined reasonably by Bank) or any similar release by the Board of Governors of the Federal Reserve System of the United States (as determined reasonably by Bank); provided that if the Prime Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Quarterly Statement” means, with respect to the Account Party for any fiscal quarter, the quarterly financial statements of the Account Party.

[*****]

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person designated in writing by such Person and reasonably acceptable to Bank; provided that, to the extent requested thereby, Bank shall have received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Credit Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority.

“Sanctioned Country” means at any time, a country, territory or region which is itself the subject or target of any Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person located, operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Peron(s).

[*****]

[*****]

“Standard Letter of Credit Practice” means, for Bank, any U.S. federal or state or foreign law or letter of credit practices applicable in the city in which Bank Issued the applicable Letter of Credit or for its branch or correspondent banks, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be. Such practices shall be (i) of banks that regularly issue letters of credit in the particular city, and (ii) required or permitted under the ISP (as defined below) or UCP (as defined below), as chosen in the applicable Letter of Credit. “ISP” means, International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. “UCP” means, Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued.

“Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate amount available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met).

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) [*****]of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or

other entity is at the time owned by (directly or indirectly) such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Account Party.

“Taxes” has the meaning specified in Section 2(c).

“Threshold Amount” means [*****].

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

[*****] “U.S.” means United States of America.

1.LETTER OF CREDIT FACILITY.

a.General. At the request of the Account Party, Bank agrees, on and subject to the terms and conditions of this Agreement, to issue standby Letters of Credit for the account of the Account Party in Dollars from time to time during the period from the Closing Date to but not including the Commitment Termination Date. Letters of Credit may only be issued on Business Days. The request to issue a Letter of Credit (an “Application”) shall be in the form of Exhibit B or such other form as Bank shall from time to time require or agree to accept (including any type of electronic form or means of communication acceptable to Bank) and, upon the receipt of any Application, Bank shall process such Application in accordance with its customary procedures and shall, subject to Section 4, promptly issue the Letter of Credit requested thereby (but in no event shall Bank be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed by Bank and the Account Party. Inquiries, communications and instructions (whether written, facsimile or in other electronic form approved by Bank) regarding a Letter of Credit, an Application and this Agreement are each referred to herein as “Instructions”. Bank’s records of the content of any Instruction will be conclusive, absent manifest error.

b.General Payment Obligations. For each Letter of Credit, the Account Party shall, as to clause (i) below, reimburse Bank, and as to all other clauses below, pay Bank, in each case in Dollars:

i.with respect to a drawing under any Letter of Credit, the amount of each drawing paid by Bank thereunder (such date of payment hereinafter referred to as the “Draw Date”) no later than the first succeeding Business Day after the Account Party’s receipt of notice of such payment by Bank (the “Due Date”), with interest as provided below on the amount so paid by Bank (to the extent not reimbursed prior to 2:00 p.m. Eastern Time on the Draw Date) for the period from the Draw Date to the date the reimbursement obligation created thereby is satisfied in full (the “Payment Date”). If the Payment Date is on or prior to the Due Date, such interest shall be payable at the Prime Rate as in effect from time to time during the period from the Draw Date to the Payment Date. If the Payment Date is after the Due Date, such interest shall be payable (x) as provided in the preceding sentence during the period from and including the Draw Date to and not including the Due Date, and (y) at the Prime Rate as in effect from time to time [*****] from and including the Due Date to and not including the Payment Date;

ii.the fees payable by the Account Party at such times and in such amounts as are set forth in Section 2(i).

iii.except as otherwise provided in clause (i) above and clause (iv) below, interest on each amount payable by the Account Party under the applicable Credit Documents for each day from and including the date such payment is due to and not including the date of payment, on demand, at a rate per annum equal to the Prime Rate as in effect from time to time [*****]

iv.within ten (10) days of demand, Bank’s reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented legal fees, charges and disbursements of outside counsel to Bank incurred in connection with the protection or enforcement of Bank’s rights against the Account Party under this Agreement and the other applicable Credit Documents and any correspondent bank’s documented charges related thereto), with interest from the date of demand by Bank to and not including the date of payment by the Account Party, at a rate per annum equal to the Prime Rate as in effect from time to time [*****]

v.if as a result of any Change in Law, Bank determines that the cost to Bank of Issuing or maintaining any Letter of Credit is increased (excluding, for purposes of this clause (a)(v), any such increased costs resulting from (A) income taxes, franchise taxes and similar taxes imposed on Bank by any taxing authority, any U.S. federal withholding taxes imposed under FATCA and Other Taxes (in each case as to which Section 2(c) shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the U.S. or by the foreign jurisdiction or state under the laws of which Bank is organized or has its lending office or any political subdivision thereof), then the Account Party will pay to Bank, from time to time, within ten (10) days after demand by Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, additional amounts sufficient to compensate Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Party by Bank, shall be conclusive and binding for all purposes, absent manifest error; and

vi.if Bank determines that any Change in Law affecting Bank or any lending office of Bank or Bank’s holding company regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Bank’s capital or on the capital of Bank’s holding company as a consequence of this Agreement or the Letters of Credit issued by Bank to a level below that which Bank or Bank’s holding company could have achieved but for such Change in Law (taking into consideration Bank’s or its holding company’s policies with respect to capital adequacy), then from time to time the Account Party will pay to Bank within ten (10) days after demand by Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, such additional amount or amounts as will compensate Bank or Bank’s holding company for any such reduction suffered. A certificate as to such amounts submitted to the Account Party by Bank shall be conclusive and binding for all purposes, absent manifest error.

Bank shall use reasonable efforts to designate a different lending office if such designation will avoid (or reduce the cost to the Account Party of) any event described in the preceding sentence and such designation will not, in Bank’s good faith judgment, subject Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to Bank.

Notwithstanding the provisions of clause (v) or (vi) above or Section 2(c) below (and without limiting the immediately preceding paragraph), Bank shall not be entitled to compensation from the Account Party for any amount arising prior to the date which is 180 days before the date on which Bank notifies the Account Party of such event or circumstance (except that if such event or circumstance is retroactive, then such 180-day period shall be extended to include the period of retroactive effect thereof).

Any payments received by Bank pursuant to the Credit Documents after 2:00 p.m. Eastern Time shall be deemed to have been made on the next succeeding Business Day for all purposes under the Credit Documents.

a.Immediately Available Funds; No Withholding. All reimbursements and payments by or on behalf of the Account Party shall be made in immediately available funds, free and clear of and without deduction for any present or future Taxes, set-off or other liabilities, to such location as Bank may reasonably designate from time to time. The Account Party shall pay all withholding taxes and Other Taxes imposed by any taxing authority on reimbursement or payment under any Letter of Credit and any Credit Document, and shall indemnify Bank against all liabilities, costs, claims and expenses resulting from Bank having to pay or from any omission to pay or delay in paying any such taxes, except to the extent that such taxes are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Bank. Any such indemnification payment shall be made within ten (10) days from the date Bank makes written demand therefor. “Taxes” means all taxes, fees, duties, levies, imposts, deductions, charges or withholdings of any kind (other than income taxes, franchise taxes and similar taxes imposed on Bank by any taxing authority and any U.S. federal withholding taxes imposed under FATCA). “Other Taxes” means all present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or any other Credit Document.

b.Automatic Debit and Set-Off. Upon the occurrence and during the continuance of any Event of Default with respect to the Account Party, Bank may (but shall not be required to), without demand for reimbursement or payment or notice to the Account Party, and in addition to any other right of set-off that Bank may have, debit any account or accounts maintained by the Account Party with any office of Bank (now or in the future) and set-off and apply (i) any balance or deposits (general, special, time, demand, provisional, final, matured or absolute) in the account(s) and (ii) any sums due or payable from Bank, to the payment of any and all Obligations owed by the Account Party to Bank, irrespective of whether Bank shall have made any demand under this Agreement and although such Obligations may be contingent or unmatured. Bank agrees promptly to notify the Account Party after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

c.Obligations Absolute. The Account Party’s reimbursement and payment obligations under this Section 2 are absolute, unconditional and irrevocable and shall be

performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including, without limitation:

i.any lack of validity, enforceability or legal effect of any Letter of Credit or any Credit Document or any term or provision therein;

ii.payment against presentation of any draft, demand or claim for payment under any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit (individually, a “Drawing Document” and collectively, the “Drawing Documents”) that does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein proving to be untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit;

iii.Bank or any of its branches or affiliates being the beneficiary of any Letter of Credit;

iv.Bank or any correspondent bank honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under such Letter of Credit;

v.the existence of any claim, set-off, defense or other right that Account Party or any other Person may have at any time against any beneficiary or any assignee of proceeds, Bank or any other Person; or

vi.any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section 2(e), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, the Obligations, whether against Bank, the beneficiary or any other Person;

provided, however, that subject to Section 5(b) below, the foregoing shall not release Bank from such liability to the Account Party as may be determined by a court of competent jurisdiction by a final and nonappealable judgment against Bank following reimbursement and/or payment of the Obligations.

a.Computation of Interest and Fees; Maximum Rate. All computations of interest and fees to be made hereunder and under any other Credit Document shall be made on the basis of a year consisting of (i) in the case of interest determined with reference to the Prime Rate, 365/366 days, as the case may be, or (ii) in all other instances, 360 days; and in each case under (i) and (ii), for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any applicable law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that Bank has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and Bank shall at its option (i) promptly refund to the Account Party any interest received by Bank in excess of the maximum lawful rate or (ii) apply such excess to any outstanding Obligations. It is the intent hereof that the Account Party

not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Account Party under applicable law.

b.Expiry Date of Letters of Credit. Each Letter of Credit shall expire at or prior to the earlier of (i) the close of business on the date one year after the date of the Issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), or (ii) the Final Maturity Date; provided, however, if the Account Party so requests in any applicable Application, Bank agrees to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit (1) must permit Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof (any such notice, a “Notice of Non-Extension”) not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, and (2) shall expire on or before the Final Maturity Date.

a.Permanent Reduction of Commitment. The Account Party shall have the right at any time and from time to time, upon at least five Business Days’ prior irrevocable written notice to Bank, to permanently reduce, without premium or penalty, (i) the entire Commitment at any time or (ii) portions of the Commitment, from time to time, in an aggregate principal amount not less than [*****]or any whole multiple of [*****]in excess thereof. All Commitment Fees accrued until the effective date of any termination of the Commitment shall be paid on the effective date of such termination.

2.[*****][*****]

3.Account Party’s Responsibility. The Account Party is responsible for approving the final text of any Letter of Credit Issued by Bank for its account, irrespective of any assistance Bank may provide such as drafting or recommending text or by Bank’s use or refusal to use text submitted by the Account Party. The Account Party is solely responsible for the suitability of the Letter of Credit for the Account Party’s purposes. The Account Party will examine the copy of each Letter of Credit Issued for its account and any other documents sent by Bank in connection with such Letter of Credit and shall promptly notify Bank of any non-compliance with the Account Party’s Instructions and of any discrepancy in any document under any presentment or other irregularity. The Account Party understands that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by Bank in accordance with standard industry practice and the Account Party hereby consents to such revisions and changes.

4.CONDITIONS OF CLOSING AND ISSUANCE.

a.Conditions Precedent to Closing. The effectiveness of this Agreement and the obligation of the Bank to Issue any Letters of Credit on the Closing Date is subject to the satisfaction of each of the following conditions:

i.Executed Credit Documents. This Agreement and the Guaranty Agreement, together with any other applicable Credit Documents, shall have been duly authorized, executed and delivered to Bank by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder.

ii.Closing Certificates; Etc. Bank shall have received each of the following in form and substance reasonably satisfactory to Bank:

a.Officer’s Certificate. A certificate from a Responsible Officer of each Credit Party to the effect that (A) all representations and warranties of such Credit Party contained in the Credit Documents to which it is a party are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); and (B) as of the Closing Date, no Default or Event of Default has occurred and is continuing.

a.Certificate of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer or other authorized signatory of such Credit Party executing Credit Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the memorandum of association (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bye-laws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of the Credit Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 4(a)(ii)(C).

b.Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by Bank, each other jurisdiction where any Credit Party is qualified to do business.

c.Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to Bank with respect to the Credit Parties, the Credit Documents and such other matters as Bank shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of Bank).

1.Consents; Defaults.

a.Governmental and Third Party Approvals. Each Credit Party shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of Bank) in connection with the transactions contemplated by this Agreement and the other Credit

Documents and all applicable waiting periods shall have expired without any action being taken by any Person that would reasonably be expected to restrain, prevent or impose any material adverse conditions on such Credit Party or such transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of Bank would reasonably be expected to have such effect.

b.No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened in writing or proposed in writing before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Credit Documents or the consummation of the transactions contemplated hereby or thereby, or which, in Bank’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Credit Documents or the consummation of the transactions contemplated hereby or thereby.

2.[*****]

3.Rollover of Existing Letters of Credit and Termination of Existing Agreement. The Administrative Agent shall be satisfied that all letters of credit outstanding under the Existing Agreement will become Letters of Credit under this Agreement on the Closing Date concurrently with the effectiveness of this Agreement, the Existing Agreement will be terminated on the Closing Date concurrently with the effectiveness of this Agreement, and all amounts due and payable to Bank under the Existing Agreement have been paid in full.

4.Miscellaneous.

a.PATRIOT Act, etc. Each Credit Party shall have provided to Bank, at least five Business Days prior to the Closing Date to the extent requested at least 10 Business Days prior to the Closing Date, the documentation and other information requested by Bank in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable “know your customer” rules and regulations.

b.Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to Bank. Bank shall have received copies of all other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement.

i.Conditions Precedent to Issuance of Letters of Credit. The obligation of Bank to Issue Letters of Credit (including any Letters of Credit Issued on the Closing Date) is subject to the satisfaction of each of the following conditions:

1.Continuation of Representations and Warranties. The representations and warranties contained in this Agreement and the other Credit Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such issuance with the same effect as if made on and as

of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date).

2.No Existing Default. No Default or Event of Default shall have occurred and be continuing on the Issuance date with respect to such Letter of Credit or after giving effect to the issuance of such Letter of Credit on such date.

3.Notice. Bank shall have received an Application from the Account Party.

4.Miscellaneous. In addition to the foregoing, Bank shall be under no obligation to Issue any Letter of Credit if:

a.any order, judgment or decree of any Governmental Authority or arbitrator having jurisdiction over Bank shall by its terms enjoin or restrain the Issuance of such Letter of Credit or any law applicable to Bank, Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital requirement (for which Bank is not otherwise compensated) not in effect on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable or in effect as of the Closing Date and which Bank in good faith deems material to it;

b.Bank shall have delivered a Notice of Non-Extension with respect to such Letter of Credit;

c.the expiry date of such Letter of Credit would occur more than twelve months after the date of issuance or last extension unless Bank has approved such expiry date in writing;

d.the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless Bank has approved such expiry date in writing;

e.such Letter of Credit is not substantially in form and substance reasonably acceptable to Bank; or

f.immediately after giving effect thereto, the amount of Outstanding Letters of Credit would exceed the Commitment at such time.

a.Indemnification; Limitation of Liability; Expenses.

i.Indemnification. The Account Party agrees to indemnify and hold harmless Bank (including its branches and affiliates), its correspondent banks and each of their respective directors, officers, employees, attorneys and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, liabilities, losses, fines, damages, penalties, interest, costs and expenses (including expert witness fees and reasonable out-of-pocket legal fees, charges and disbursements of any counsel (including outside counsel fees and expenses), and all expenses of arbitration or litigation and in preparation thereof), in each case, which are documented and may be incurred by or awarded against any Indemnified Person (collectively, the “Costs”), and which arise out of or in connection with or by reason of this Agreement, the other Credit Documents, the actual or proposed use of the proceeds of the Letters of Credit or any of the transactions contemplated thereby,

including, without limitation, any Costs which arise out of or in connection with, or as a result of:

1.any Letter of Credit or any pre-advice of its Issuance;

2.any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Letter of Credit;

3.any actual or prospective action or proceeding arising out of, or in connection with, any Letter of Credit or any Credit Document (whether administrative, judicial or in connection with arbitration, whether based on contract, tort or any other theory, and whether brought by a third party or by the Account Party or any Subsidiary thereof, and regardless of whether any Indemnified Person is a party thereto), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit;

4.any independent undertakings issued by the beneficiary of any Letter of Credit;

5.any unauthorized Instruction or error in computer or electronic transmission in connection with any Letter of Credit Issued hereunder;

6.an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in connection with any Letter of Credit Issued hereunder;

7.any third party seeking to enforce the rights of the Account Party, beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds or holder of an instrument or document in connection with any Letter of Credit Issued hereunder;

8.the fraud, forgery or illegal action of parties other than any Indemnified Person in connection with any Letter of Credit Issued hereunder;

9.Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation in connection with any Letter of Credit Issued hereunder; or

10.the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority or cause or event beyond the control of such Indemnified Person in connection with any Letter of Credit Issued hereunder;

in each case, including that resulting from Bank’s own negligence; provided, however, that such indemnity shall not be available to any Person claiming indemnification under this Section 5(a) to the extent that such Costs (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person, (B) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from a claim by the Account Party against an Indemnified Person for breach in bad faith of the obligations of such Indemnified Person hereunder or under any other Credit Document, or (C) result from any dispute solely between or among Indemnified Parties. The Account Party hereby agrees to pay Bank within thirty (30) days after demand from time to time all amounts owing under this Section 5(a). This indemnity provision shall survive termination of this Agreement and all Letters of Credit.

i.Direct Damages; No Punitive Damages. The liability of Bank (or any other Indemnified Person) under, in connection with and/or arising out of any Credit

Document or any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by the Account Party that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from Bank’s gross negligence or willful misconduct or breach in bad faith of its obligations hereunder or under any Letter of Credit (including pre-advice) or other Credit Document. Bank shall be deemed to have acted with due diligence and reasonable care if Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with any Credit Document. No Indemnified Person shall be liable for any damages arising from any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) in connection with this Agreement or the other Credit Documents, except to the extent that any losses, claims, damages, liabilities or expenses result from the gross negligence or willful misconduct of such Indemnified Person in making any such transmission as determined by a final nonappealable judgment of a court of competent jurisdiction.

Notwithstanding anything to the contrary in this Agreement or in any other Credit Document, no Indemnified Person shall be liable in contract, tort or otherwise for any punitive, exemplary, consequential, indirect or special damages or losses regardless of whether or not such party or Indemnified Person shall have been advised of the possibility thereof or the form of action in which such damages or losses may be claimed. The Account Party shall take commercially reasonable action to avoid and mitigate the amount of any damages claimed against Bank or any other Indemnified Person, including by enforcing its rights in appropriate proceedings diligently pursued in the underlying transaction.

i.No Responsibility or Liability. Without limiting any other provision of this Agreement or any other Credit Document, Bank and each other Indemnified Person (if applicable) shall not be responsible to the Account Party for, and/or Bank’s rights and remedies against the Account Party and the Obligations shall not be impaired by:

1.honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;

2.acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft;

3.the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Bank’s determination that such Drawing Document appears on its face to substantially comply with the terms and conditions of the Letter of Credit);

4.acting upon any Instruction that it in good faith believes to have been given by a Person authorized to give such Instructions;

5.any errors in interpretation of technical terms or in translation;

6.any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated person or entity or any other Person, other than an Indemnified Person;

7.any breach of contract between the beneficiary and the Account Party or any of the parties to the underlying transaction;

8.payment to any paying or negotiating bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;

9.acting as required or permitted, or failing to act as permitted, in each case under Standard Letter of Credit Practice applicable to where it has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;

10.honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Bank if subsequently Bank or any court or other finder of fact determines such presentation should have been honored;

11.dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or

12.honor of a presentation that is subsequently determined by Bank to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain prohibited Persons.

provided, however, that such limitation of liability shall not be available to the extent that such actions in (i) – (xii) (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnified Person or (B) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from a claim by the Account Party against an Indemnified Person for breach in bad faith of the obligations of such Indemnified Party hereunder or under any other Credit Document.

i.Costs and Expenses. Within thirty (30) days of receipt of an invoice from Bank, the Account Party shall pay (i) all reasonable and documented costs and expenses incurred by Bank and its affiliates (including the reasonable and documented fees, charges and disbursements of counsel for Bank) in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented costs and expenses incurred by Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all costs and expenses incurred by Bank (including the fees, charges and disbursements of any counsel for Bank) during the existence of an Event of Default in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section 5, or (B) in connection with the Letters of Credit issued hereunder, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of such Letters of Credit.

a.Representations and Warranties. The Account Party hereby represents and warrants to Bank (all of which representations and warranties will be repeated as of the date of each new Application submitted by the Account Party to Bank and as of the date of Issuance of any Letter of Credit requested in each such Application) as follows:

i.Organization, etc. The Account Party is duly organized or formed, validly existing and (to the extent applicable under the laws of the relevant jurisdiction) in good standing under the laws of the jurisdiction of its organization or formation, and is

duly qualified or licensed to do business (and in good standing as a foreign corporation or entity, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed would have a Material Adverse Effect. The Account Party does not have any Subsidiaries.

ii.Power and Authority. The Account Party has the requisite power and authority to execute and deliver this Agreement and each other Credit Document to which it is a party and to perform and observe the terms and conditions stated herein and therein, and the Account Party has taken all necessary corporate or other action to authorize its execution, delivery and performance of each such Credit Document.

iii.Valid and Binding Obligation. This Agreement constitutes, and each other Credit Document when signed and delivered by the Account Party to Bank will constitute, its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights against the Account Party generally, by general equitable principles or by principles of good faith and fair dealing, and assuming that this Agreement and each such other Credit Document have been validly executed and delivered by each party thereto other than the Account Party.

iv.No Violation or Breach. The Account Party’s execution, delivery and performance of each Credit Document to which it is a party and the payment of all sums payable by it under each such Credit Document do not and will not: (i) violate or contravene its memorandum of association, bye-laws or other organizational documents; (ii) to its knowledge, violate or contravene any order, writ, law, treaty, rule, regulation or determination of any Governmental Authority, in each case applicable to or binding upon it or any of its property, the violation or contravention of which would have a Material Adverse Effect; or (iii) result in the breach of any provision of, or in the imposition of any lien or encumbrance (except for liens or encumbrances created under the Credit Documents) under, or constitute a default or event of default under, any agreement or arrangement to which it is a party or by which it or any of its property is bound, the contravention of which agreement or arrangement would have a Material Adverse Effect.

v.Approvals. No authorization, approval or consent of, or notice to or filing with, any Governmental Authority is required to be made by the Account Party in connection with the execution and delivery by the Account Party of any Credit Document to which it is a party or the Issuance by Bank of any Letter of Credit for the account of the Account Party pursuant to this Agreement and the related Application, except for those which have been duly obtained, taken, given or made and are in full force and effect, and except where failure to obtain the foregoing could not reasonably be expected to have a Material Adverse Effect.

vi.Compliance with Laws. The Account Party is in compliance with all applicable laws and regulations, except where the noncompliance with which would not have a Material Adverse Effect, and no Application, Letter of Credit or transaction of the Account Party under any Credit Document to which it is a party will in any material respect contravene any laws, treaties, rules or regulations of any Governmental Authority, including, without limitation, any foreign exchange control laws or regulations, U.S. foreign assets control laws or regulations or currency reporting laws and regulations, now or hereafter applicable to it.

vii.No Default Under Other Agreements. The Account Party is not in default under any agreement, obligation or duty to which it is a party or by which it or any of its property is bound, which would have a Material Adverse Effect.

viii.No Arbitration Proceeding or Litigation. There is no pending or, to the knowledge of the Account Party, threatened arbitration proceeding, litigation or action against it which (i) is reasonably likely to have a Material Adverse Effect or (ii) may affect the legality, validity or enforceability of this Agreement or the other Credit Documents.

ix.Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

i.None of (i) the Account Party or, to its knowledge, any of its directors, officers, or employees, or (ii) any agent or representative of the Account Party that will act in any capacity in connection with this Agreement, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person or (C) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, in a manner that would result in the violation of applicable Sanctions by any party hereto.

ii.The Account Party has implemented and maintains in effect policies and procedures designed to ensure compliance by the Account Party and its directors, officers and employees with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.

iii.The Account Party and, to the knowledge of the Account Party, each director, officer, employee and agent of the Account Party, is in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions in all material respects.

i.No proceeds of any Letter of Credit have been used, directly or indirectly, by the Account Party or, to the knowledge of the Account Party, any of its respective directors, officers, employees and agents in violation of Section 7(h).

i.Filed All Tax Returns and Paid All Taxes. The Account Party has filed all required tax returns, and all Taxes, assessments and other governmental charges due from it have been fully paid, except for Taxes which are being contested in good faith or those which the failure to file or pay would not have a Material Adverse Effect. The Account Party has established on its books reserves adequate for the payment of all federal, state and other income tax liabilities, including those being contested in good faith.

ii.Financial Statements. The financial statements most recently furnished to Bank by the Account Party, if any, fairly present in all material respects the financial condition of the Account Party as at the date of such financial statements and for the periods then ended in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements for any fiscal quarter, subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), and there has been no material adverse change in the Account Party’s business or financial condition or results of operations since the date of the Account Party’s most recent annual financial statements.

iii.Margin Stock. The Account Party is not engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any Letters of Credit will be used for purchasing

or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors.

iv.No Material Adverse Effect. There has been no Material Adverse Effect since December 31, 2022, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect.

v.Investment Company. The Account Party is not an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act).

vi.Insurance. The properties of the Account Party and its Subsidiaries are insured with financially sound and reputable insurance companies not affiliates of the Account Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Account Party and its Subsidiaries operate.

vii.Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Account Party to Bank in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Credit Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading.

viii.Certain Bermuda Matters: As of the Closing Date, (i) the Account Party’s insurance licenses are not the subject of any direction issued by an Insurance Regulatory Authority, proceeding for suspension or revocation, there is no sustainable basis for such suspension or revocation, and to the Account Party’s knowledge, no such suspension or revocation has been threatened by any applicable Insurance Regulatory Authority; (ii) the Account Party does not transact any insurance business, directly or indirectly, in any jurisdiction where it would be unlawful for it to do so; and (iii) the Account Party has not received any direction or other notification from the Bermuda Monetary Authority pursuant to Section 32 of the Bermuda Insurance Act.

ix.ERISA. It does not have any direct obligation or direct liability in respect of any Plan or Multiemployer Plan, and except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Affiliate thereof has any obligation or liability in respect of any Plan or Multiemployer Plan. With respect to its obligations to each Plan, it is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder and other federal or state laws. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, has had or could reasonably be expected to result in a Material Adverse Effect.

b.AFFIRMATIVE Covenants. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired and the Commitment terminated, the Account Party shall:

i.GAAP Financial Statements. Deliver to Bank, in form and detail satisfactory to Bank:

i.[*****] Quarterly Statement prepared for its board of directors in accordance with GAAP, in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter; and

ii.[*****] Annual Statement prepared for its board of directors in accordance with GAAP, in each case applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year.

i.Certificates; Other Reports. Deliver to Bank:

i.at each time financial statements are delivered pursuant to Section 7(a), a duly completed Officer’s Compliance Certificate signed by the chief executive officer, chief financial officer, vice president—finance, principal accounting officer, treasurer or assistant treasurer of the Account Party, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in such Covenant Compliance Worksheet;

ii.promptly upon receipt thereof, copies of all reports, if any, submitted to the Account Party, or any of its boards of directors by its independent public accountants in connection with their auditing function, including, without limitation, any management report and any management responses thereto;

i.promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws (including, without limitation, any applicable “know your customer” rules and regulations and the PATRIOT Act), as from time to time reasonably requested by Bank; and

ii.such other information regarding the operations, business affairs and financial condition of the Credit Parties as Bank may reasonably request.

i.Notice of Litigation and Other Matters. Promptly (but in no event later than ten (10) days after any Responsible Officer of the Account Party becoming aware thereof) notify Bank in writing of:

i.the occurrence of any Default or Event of Default;

ii.the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any of its respective properties, assets or businesses in each case as to which there is a reasonable probability of an adverse determination and that, if adversely determined would reasonably be expected to result in a Material Adverse Effect;

iii.any judgment or order exceeding the Threshold Amount that has been assessed against any Credit Party; and

iv.any announcement by A.M. Best of any change in the Financial Strength Rating of the Account Party.

Each notice pursuant to this Section 7(c) shall be accompanied by a statement of a Responsible Officer of the Account Party setting forth details of the occurrence referred to therein and stating what action the Account Party has taken and proposes to take with respect thereto and shall describe with particularity any and all provisions of this Agreement and any other Credit Document that have been breached.

i.Payment of Taxes and Other Obligations. Except where the failure to pay or perform such items described in this Section would not reasonably be expected to have a Material Adverse Effect, pay and perform all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property; provided, that the Account Party may contest any item described in this Section in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.

ii.Compliance with Laws and Approvals. Observe and remain in compliance with (i) in all material respects, all applicable laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business and (ii) the Bermuda Insurance Act, except, in the case of clause (i) above only, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

iii.Maintenance of Books and Records; Inspection. (i) maintain adequate books, accounts and records, in which full, true and correct entries in all material respects shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with GAAP and in compliance with the requirements of any Governmental Authority having jurisdiction over it, and (ii) permit employees or agents of Bank to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and at its own cost and expense (other than after the occurrence of an Event of Default), and to discuss its affairs, finances and accounts with its officers and employees and, upon notice to the Account Party, the independent public accountants of the Account Party (and by this provision the Account Party authorizes such accountants to discuss the finances and affairs of the Account Party), all at such times that will not interrupt or interfere with the operation of the Account Party's business and from time to time, upon reasonable notice and during business hours, as may be reasonably requested; provided that except during the continuance of an Event of Default Bank shall not exercise such rights described in clause (ii) of this Section more than once per calendar year.

iv.Use of Proceeds. Comply with the following:

i.The Account Party shall use the Letters of Credit to support insurance obligations, obligations under reinsurance agreements and retrocession agreements and similar risk obligations.

ii.The Account Party shall not request or use any issued Letter of Credit, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

i.Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. Maintain in effect and enforce policies and procedures designed to ensure compliance by the Account Party and its directors, officers, employees and agents

with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions.

i.Maintenance of Existence. Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

ii.Maintenance of Property and Insurance. Comply with the following:

i.maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and

ii.maintain with financially sound and reputable insurance companies not affiliates of the Account Party, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons.

i.ERISA. Ensure that the affairs of each Credit Party are conducted so that the underlying assets of each Credit Party do not constitute "plan assets" within the meaning of the Plan Asset Rules.

ii.Further Assurances. At the Account Party’s cost and expense, the Account Party will execute and deliver to Bank such additional certificates, instruments and/or documents and take such additional action as may be reasonably requested by Bank to enable Bank to Issue any Letter of Credit pursuant to this Agreement and the related Application, to protect, exercise and/or enforce Bank’s rights and interests under any Credit Document and/or to give effect to the terms and provisions of any Credit Document.

c.Financial Covenants. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired and the Commitment terminated, the Account Party covenants and agrees to the following:

i.Minimum Consolidated Tangible Net Worth. The Consolidated Tangible Net Worth at any time shall not be less than [*****].

ii.Financial Strength Ratings. The Account Party shall at all times maintain a financial strength rating by A.M. Best Company and shall not permit such rating to be lower than [*****]

d.NEGATIVE COVENANTS. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired and the Commitment terminated, the Account Party shall not:

i.Changes in Business. At any time from the date hereof until the Final Expiry Date, make any material change in the nature of its business as carried on at the date hereof that could be reasonably expected to have a Material Adverse Effect or enter into any new line of business that is not similar, corollary, related, ancillary, incidental or complementary, or a reasonable extension, development or expansion thereof or ancillary thereto the business as carried on as of the date hereof.

ii.Accounting Changes. At any time make, or permit or cause any of its Subsidiaries to make, any material change in its accounting policies or reporting practices, except as may be required or permitted by GAAP or SAP, as applicable.

e.Events of Default. Each of the following shall be an “Event of Default” under this Agreement:

i.Failure to Reimburse Draws. The failure by the Account Party to reimburse or pay any drawing under any Letter of Credit or accrued interest thereon on the Due Date therefor.

ii.Failure to Pay Certain Other Amounts. The failure by any Credit Party to pay any fee or other amount when due under or in connection with any Credit Document or any Letter of Credit within five (5) Business Days after the same shall become due and payable.

iii.Breach of Representation and Warranty. Any representation, warranty, certification or statement made or furnished by any Credit Party under or in connection with any Credit Document or as an inducement to Bank to Issue a Letter of Credit shall be false, incorrect or misleading in any material respect when made.

iv.Failure to Perform or Observe Covenants.

1.The failure of the Account Party to perform or observe any term, covenant or agreement contained in Section 7(c)(i), Section 7(g), Section 8 or Section 9; or

2.The failure of any Credit Party to perform or observe any term, covenant or agreement contained in any Credit Document to which it is a party (other than those referred to in subsections (a), (b), (c), and (d)(i) of this Section 10), and with respect to any such failure or breach that by its nature can be cured, such failure or breach shall continue or remain unremedied for thirty (30) calendar days after the earlier of (1) Bank’s delivery of written notice thereof to the Account Party and (2) any Credit Party having actual knowledge that such failure or breach has occurred.

v.Insolvency Proceedings, Etc. Any Credit Party institutes or consents to the institution of any proceeding under any Bankruptcy Law; or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of any Credit Party, as the case may be, and the appointment continues undischarged, undismissed or unstayed for sixty (60) calendar days; or any proceeding under any Bankruptcy Law relating to any Credit Party or to all or any material part of its property is instituted without the consent of such Credit Party, as the case may be, and continues undischarged, undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding; or any Credit Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due.

vi.Sale of Assets; Merger; Dissolution. There shall occur in one or a series of transactions: (i) the sale, assignment or transfer of all or substantially all of the assets of any Credit Party which could reasonably be expected to result in a Rating Trigger; (ii) a merger, amalgamation or consolidation of any Credit Party (other than a merger, amalgamation or consolidation of the Account Party into the Guarantor) without the prior written consent of Bank, except that any Credit Party may merge, amalgamate or consolidate with any

Person so long as; (A) either (x) such Credit Party is the surviving entity or (y) the Person formed by or surviving any such consolidation, amalgamation or merger is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia or Bermuda, or any other jurisdiction that would not result in any violation of Sanctions by the Bank; (B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Credit Party) assumes all the obligations of the applicable Credit Party under the Credit Documents pursuant to agreements reasonably satisfactory to the Bank; and (C) such merger, amalgamation or consolidation could not reasonably be expected to result in a Rating Trigger; or (iii) the dissolution of any Credit Party.

vii.Credit Documents. Any provision of any Credit Document shall for any reason cease to be valid and binding or enforceable; or any Credit Party shall deny or disaffirm in writing the enforceability of any provision of any Credit Document to which it is a party.

viii.Indebtedness Cross-Default. Any Credit Party shall (i) default in the payment of any Indebtedness (other than the Obligations and obligations amongst such Credit Party and its affiliates) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the applicable Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Obligations and obligations amongst such Credit Party and its affiliates) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the applicable Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist (other than the Obligations and obligations amongst such Credit Party and its affiliates), the effect of which default or other event or condition is to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to (A) become due, or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity (any applicable grace period having expired) or (B) be cash collateralized (it being understood that a pledge of cash collateral by a Credit Party to secure a Hedge Agreement as initial or variation margin does not trigger a violation of this clause (B)).

ix.Judgment. One or more judgments, orders or decrees (excluding those entered against a Credit Party in any arbitration or litigation related to (re)insurance coverage disputes arising in the ordinary course of business involving any reinsurance agreement (treaty or facultative), or direct insurance policy) shall be entered or filed against any Credit Party by any court and continues without having been dismissed, discharged, vacated or stayed within sixty (60) days after the entry thereof or is not otherwise being appropriately contested in good faith and such judgments, orders or decrees are either (i) for the payment of money, individually or in the aggregate (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage), equal to or in excess of the applicable Threshold Amount or (ii) for injunctive relief and could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

i.Employee Benefit Matters. Except as would not reasonably be expected to result in a Material Adverse Effect, any Lien shall be imposed on the assets of any Credit Party under ERISA with respect to any Plan or under any foreign laws similar to ERISA governing foreign pension plans.

ii.Change in Control. There occurs any Change in Control.

f.REMEDIES. Upon the occurrence and during the continuance of any Event of Default:

i.Bank may terminate the Commitment and declare all amounts owed to Bank under this Agreement or any of the other Credit Documents and all other Obligations, to be forthwith due and payable, whereupon the same shall promptly become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or the other Credit Documents to the contrary notwithstanding; provided, that upon the occurrence of an Event of Default specified in Section 10(d), the Commitment shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or in any other Credit Document to the contrary notwithstanding.

ii.Solely with respect to the occurrence of an Event of Default under Sections 10(a), (b) or (e), Bank may (i) demand that the Account Party deposit with Bank an amount of cash (or a cash equivalent acceptable to the Bank) equal to [*****] of the aggregate Outstanding Letters of Credit to be held and applied to the Obligations and/or (ii) Bank may terminate any or all of the Letters of Credit or give Notices of Non-Extension in respect thereof, in each case if permitted in accordance with their terms; provided that upon the occurrence of an Event of Default specified in Section 10(e), the requirement to deliver cash collateral pursuant to the foregoing clause (i) in respect of all Outstanding Letters of Credit shall automatically become due without demand or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or in any other Credit Document to the contrary notwithstanding. Such cash collateral shall be applied by Bank to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations. After all such Letters of Credit shall have expired or been fully drawn upon and all Obligations shall have been paid in full, the balance, if any, of such cash collateral shall be returned to the Account Party.

iii.Bank may exercise from time to time any of the rights, powers and remedies available to Bank under any Credit Document to which any Credit Party is a party, under any other documents now or in the future evidencing or securing the Obligations or under applicable law, and all such remedies shall be cumulative and not exclusive.

g.SUBROGATION. Without limiting any rights or remedies of Bank under applicable law, if an Event of Default is continuing regarding the Account Party’s obligation to reimburse or pay any drawing under any Letter of Credit on the Due Date, Bank, at its option, shall be subrogated to the Account Party’s rights against any Person who may be liable to the Account Party on any transaction or obligation underlying any Letter of Credit.

h.TERM OF AGREEMENT. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Credit Document shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired and the Commitment has been terminated. No

termination of this Agreement shall affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

i.USA PATRIOT Act; Anti-Money Laundering Laws. Bank hereby notifies the Credit Parties that pursuant to the requirements of the PATRIOT Act or any other Anti-Money Laundering Laws, it is required to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of the Account Party and other information that will allow Bank to identify the Credit Parties in accordance with the PATRIOT Act or such Anti-Money Laundering Laws.

j.Governing Law; UCP; ISP; Standard Letter of Credit Practice. Each Credit Document and each Letter of Credit shall be governed by and construed in accordance with (a) in the case of each Credit Document (other than the Letters of Credit), the substantive laws of New York and (b) in the case of each Letter of Credit, the governing law specified in the applicable Letter of Credit as determined by Bank and the Account Party (which may include the laws of a particular jurisdiction and the ISP or UCP, if applicable), which is, as applicable, incorporated herein by reference into this Agreement and which shall control (to the extent not prohibited by the laws of New York) in the event of any inconsistent provisions of such law. Unless the Account Party specifies otherwise in its Application for a Letter of Credit, the Account Party agrees that Bank may issue a Letter of Credit subject to the ISP or UCP. Bank’s privileges, rights and remedies under the ISP and UCP, as applicable, shall be in addition to, and not in limitation of, its privileges, rights, and remedies expressly provided for herein. The ISP or UCP, as applicable, shall serve, in the absence of proof to the contrary, as evidence of Standard Letter of Credit Practice with respect to matters covered therein. To the extent permitted by applicable law, as between the Account Party and Bank, (i) this Agreement shall prevail in case of conflict between this Agreement, the UCC and/or Standard Letter of Credit Practice, (ii) the ISP shall prevail in case of conflict between the ISP and the UCC or other Standard Letter of Credit Practice if the Letter of Credit is governed by the ISP, and (iii) the UCP shall prevail in case of a conflict between the UCP and the UCC or other Standard Letter of Credit Practice if the Letter of Credit is governed by the UCP.

k.Consent to Jurisdiction and Venue; Service of process. The Account PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY, NEW YORK OR ANY FEDERAL COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK OR ANY APPELLATE COURT THEREOF FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY PROCEEDING TO WHICH BANK OR the Account PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF BANK OR PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY. BANK AND the Account PARTY IRREVOCABLY AGREE TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER WAIVES ANY OBJECTION THAT IT MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING. BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE THAT SERVICE OF PROCESS

MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SECTION 19 BELOW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST THE ACCOUNT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION.

On or prior to the Closing Date, the Account Party shall appoint C T Corporation System (the “Process Agent”), with an office on the date hereof at 28 Liberty Street, New York, NY 10005 USA, as its agent to receive on its behalf service of the summons and complaints and any other process which may be served in any such action or proceeding, provided that a copy of such process is also mailed to the Account Party in the manner provided in Section 19. Such service may be made by mailing or delivering a copy of such process to the Account Party in care of the Process Agent at the Process Agent's above address, and the Account Party hereby authorizes and directs the Process Agent to receive such service on its behalf. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

If the appointment of any person mentioned in this Section 16 ceases to be effective with respect to the Account Party, the Account Party must immediately appoint a further person in the State of New York to accept service of process on its behalf in the State of New York and, if the Account Party does not appoint a process agent within 15 days, the Account Party authorizes Bank to appoint a process agent for the Account Party.

a.WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ACCOUNT PARTY AND BANK KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, ARISING OUT OF, OR RELATING TO ANY CREDIT DOCUMENT OR LETTER OF CREDIT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN) OR ACTIONS OF THE ACCOUNT PARTY OR BANK WITH RESPECT THERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BANK TO ISSUE LETTERS OF CREDIT.

b.Bankruptcy and Forfeiture Reinstatement. If any consideration transferred to Bank in payment of, or as collateral for, or in satisfaction of the Obligations, shall be voided in whole or in part as a result of (a) a subsequent bankruptcy or insolvency proceeding; (b) any forfeiture or seizure action or remedy; (c) any fraudulent transfer or preference action or remedy; or (d) any other civil, criminal or equitable proceeding or remedy, then Bank’s claim to recover the voided consideration shall be a new and independent claim arising under the applicable Credit Document and shall be due and payable immediately by the Account Party that is obligated therefor under the terms of the Credit Documents.

c.Notices. Unless otherwise expressly provided herein, all notices, Instructions, approvals, requests, demands, consents and other communications provided for hereunder (collectively, “notices”) shall be in writing (including by facsimile or other electronic transmission approved by Bank). All notices shall be sent by regular U.S. mail or certified mail prepaid, by facsimile or other electronic transmission approved by Bank, by hand delivery, by Federal Express (or other comparable domestic or international delivery service) prepaid to the applicable address, facsimile number or electronic mail address set forth on the signature page hereof of the Account Party or the Bank, as applicable. Bank may, but shall not be obligated to, require authentication of any electronic transmission. Notices sent by hand, Federal Express (or other comparable domestic or international delivery service) or certified mail shall be deemed to have been given when received; notices sent by regular U.S. mail

shall be deemed to have been received five (5) days after deposit into the U.S. mail; notices sent by facsimile or other electronic transmission shall be deemed to have been given when sent and receipt has been confirmed. The Account Party or Bank may change its address for notices by notifying the other of the new address in any manner permitted by this Section. Unless otherwise agreed by Bank, Bank in its discretion may accept an Application or seek or receive Instruction from, or give or send notice to, the Account Party regarding a Letter of Credit issued for its account, including, without limitation, any amendment thereto or waiver of any discrepancy thereunder, and the Account Party shall be bound by and hereby affirms the Instructions of the other. The Account Party irrevocably consents that service of process may be made by registered or certified mail directed to the Account Party at the address of its agent for service of process in Bermuda, Seon Place, 4th floor, 141 Front Street, Hamilton HM19 Bermuda.

d.Waiver and Amendments. No modification, amendment or waiver of, or consent to any departure by Bank or the Account Party from, any provision of any Credit Document will be effective unless made in a writing signed by the Account Party (in the case of Bank) or Bank (in the case of the Account Party), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No party’s consent to any amendment, waiver or modification shall mean that such party will consent or has consented to any other or subsequent request to amend, modify or waive a term of any Credit Document. No delay by any party in exercising any of its rights or remedies shall operate as a waiver, nor shall any single or partial waiver of any right or remedy preclude any other further exercise of that right or remedy, or the exercise of any other right or remedy.

e.Successors and Assigns. Each Credit Document to which the Account Party is a party will be binding on the Account Party’s successors and permitted assigns, and shall inure to the benefit of the respective successors and permitted assigns of the Account Party and Bank. Except as provided in the last sentence of this Section 21, Bank may assign its rights and obligations under each Credit Document, including its rights to reimbursement regarding any Letter of Credit, in whole or in part, with the Account Party’s consent; provided that the Account Party shall be deemed to have consented to any such assignment unless it objects by written notice to Bank within ten (10) Business Days after having received notice thereof; and, provided further, that the Account Party’s consent to an assignment to any Person shall not be required if (i) the assignment is to an affiliate of Bank or (ii) an Event of Default has occurred and is continuing. Bank may sell to one or more Persons participations in or to all or a portion of its rights and obligations under the Credit Documents without the Account Party’s consent. Any assignment in violation of this Section 21 shall be void. The Account Party shall not assign or transfer any of its interests, rights or remedies related to any Credit Document, in whole or in part, without the prior written consent of Bank. Any Person to whom Bank delegates its obligation to issue a Letter of Credit must be a bank that is on the List of Qualified U.S. Financial Institutions maintained by the Securities Valuation Office of the National Association of Insurance Commissioners.

f.Severability. Whenever possible, each provision of each Credit Document shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of any Credit Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of such Credit Document.

g.Entire Agreement. This Agreement, together with the other Credit Documents and any other agreement, document or instrument referred to herein, constitute the final, exclusive

and entire agreement and understanding of, and supersede all prior or contemporaneous, oral or written, agreements, understandings, representations and negotiations between, the parties relating to the subject matter of the Credit Documents, provided that this Agreement shall not supersede any reimbursement agreement (however titled) that has been entered into specifically with respect to any “direct pay” standby letter of credit or other similar standby letter of credit where the terms of such reimbursement agreement have been drafted to specifically address the particular attributes of, or the particular circumstances of the underlying transaction supported by, such standby letter of credit.

h.Acknowledgement and Consent to Bail-In. Notwithstanding anything to the contrary in any Credit Documents or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

i.the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

ii.the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

i.Capitalized terms used in this Section 24 that are not otherwise defined in this Agreement have the meanings assigned to them below.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Resolution Authority” means, with respect to any EEA Financial Institution, an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

(Signature pages to follow)

ACCOUNT PARTY:

Everest Reinsurance (Bermuda), Ltd.

By:

Name:

Title:

Notice Details:

Everest Reinsurance (Bermuda), Ltd.

Seon Place, 4th floor

141 Front Street

Hamilton HM19 Bermuda

[*****]BANK:

LLOYDS BANK CORPORATE MARKETS PLC

By:

Name:

Title:

By:

Name:

Title:

Notice Details:

For payments, bills and all other operation related issues:

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

[*****]

For financial information, credit and amendment/waiver requests:

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

[*****][*****]

For all L/C issuances or extension requests:

Lloyds Bank Corporate Markets plc

1095 Avenue of the Americas, 34th Floor

New York, NY 10036

[*****]

[*****]

Document

Exhibit 31.1

CERTIFICATIONS

I, Juan C. Andrade, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Everest Group, Ltd;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 1, 2023

/S/ JUAN C. ANDRADE
Juan C. Andrade
President and
Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATIONS

I, Mark Kociancic, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Everest Group, Ltd;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 1, 2023

/S/ MARK KOCIANCIC
Mark Kociancic
Executive Vice President and
Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 of Everest Group, Ltd., a company organized under the laws of Bermuda (the “Company”), filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. ss. 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 1, 2023

/S/ JUAN C. ANDRADE
Juan C. Andrade
President and
Chief Executive Officer /S/ MARK KOCIANCIC
---
Mark Kociancic
Executive Vice President and
Chief Financial Officer

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